Chapter 3359-1 Powers and Duties of Board Members, Officers and Committees

3359-1-01 Members of the board and their powers.

(A) Number of members: appointments: vacancies.

Pursuant to section 3359.01 of the Revised Code, the government of the university of Akron is vested in a board of eleven trustees who shall be appointed by the governor, with the advice and consent of the senate. Two of the trustees shall be students at the university of Akron, and their selection shall be in accord with division (B) of section 3359.01 of the Revised Code. Except for the terms of student members, terms of office shall be for nine years, commencing on the second day of July and ending on the first day of July. Each trustee shall hold office from the date of his or her appointment until the end of the term for which he or she was appointed. Any trustee appointed to fill a vacancy occurring prior to the expiration of the term for which his or her predecessor was appointed shall hold office for the remainder of such term. Any trustee shall continue in office subsequent to the expiration date of his or her term until his or her 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. Trustees shall receive no compensation for their services but shall be paid their reasonable necessary expenses while engaged in the discharge of their official duties. The student members of the board shall have no voting power on the board and 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.

(B) Powers.

(1) The board shall have the powers which are conferred upon it by the laws of the state of Ohio, including, but not limited to. those powers expressly provided for in Chapters 3345. and 3359. of the Revised Code. The board shall have full power and authority on all matters relative to the administration of the university: and, shall employ, fix the compensation of and remove the president and such number of professors, teachers, and other employees as may be deemed necessary. The board 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, amend the bylaws, rules, and regulations for the conduct of the board and the government and conduct of the university.

(2) The board shall formulate university policy, rules, and regulations, but under its general supervision it may delegate any administrative authority relating to the implementation of any such policy, rule, or regulation, including, but not limited to. the enforcement of policies, rules, or regulations to the president or to such other administrative and faculty personnel as may be designated in these bylaws and regulations of the board.

(3) No action, failure to act, delegation of authority, or any bylaw, regulation, policy, rule, or approval or disapproval by the board shall be construed to limit, reduce, modify, or relinquish any authority or power of the board to govern the university consistent with the powers conferred upon the board by law. Any delegation of authority by the board may be enlarged, reduced, modified, or withdrawn at the discretion of the board.

Replaces: 3359-1-01

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 11/20/89, 12/23/95, 08/09/96, 06/25/07

3359-1-02 Officers of the board and their duties.

(A) Officers.

The officers of the board shall be a chairperson and two vice chairpersons, who shall be members of the board, a secretary of the board, and an assistant secretary who need not be members of the board. The nominating committee shall meet annually in May, so that its report and recommendations may be voted upon at the board's regular meeting in June annually. The officers shall be elected at the board's regular meeting in June and shall take office at the first regular meeting of the board in each fiscal year beginning the first of July and shall serve until their successors are elected.

(B) Duties of officers.

The duties of the officers of the board shall be as follows:

(1) Chairperson.

(a) The chairperson shall preside at all meetings of the board and shall decide all questions of order. It shall be the chairperson's duty to see that the bylaws of the board are complied with; that the duties of the executive officers of the university, as prescribed in the regulations of the board, are followed; and that the resolutions and documents of the board are properly executed. The chairperson shall be an ex-officio member of all committees of the board.

(b) The chairperson shall, for and on behalf of the university and the board, sign instruments, contracts, minutes, resolutions, diplomas, and other documents authorized by the board, or authorize the president of the university or the secretary to so act in the chairperson's behalf.

(c) The chairperson shall perform such other duties as these bylaws shall hereinafter prescribe or as may be, from time to time, delegated to the chairperson by the board.

(2) Vice chairpersons.

During the absence of the chairperson, a vice chairperson designated by the chairperson shall be invested with the powers and discharge the duties of the chairperson. Should the chairperson fail or be unable to make a designation, the vice chairperson with the most seniority as vice chairperson shall act as chairperson during the chairperson's absence or incapacitation. Should both vice chairpersons have equal seniority as vice chairpersons, the vice chairperson with the most seniority as a board member shall act as chairperson.

(3) Secretary and assistant/secretary.

(a) The secretary and assistant secretary, as officers of the board, shall be the custodians of the seal of the university of Akron, of all records, books, deeds, contracts, documents and papers of the board. The secretary or assistant secretary shall attest by signing all instruments, contracts, diplomas, certificates, and other documents executed on behalf and in the name of the university and the board by the chairperson of the board and/or the president of the university, and shall have contract authority with respect to the execution of contracts as authorized by the board of trustees or as provided in the rules of the board of trustees.

(b) The secretary and assistant secretary shall attend all meetings of the board and committees of the board and shall keep accurate and complete records of minutes of said meetings in a manner consistent with the requirements of Ohio law respecting the records of public meetings. In implementing this requirement with respect to regular or special meetings of the board, such meetings shall be mechanically recorded and thereafter reduced to writing with the aid and benefit of such recordings. The written minutes shall be submitted for formal approval by the board of trustees to ensure that such minutes are accurate and complete in memorializing the proceedings, decisions, and actions of the board in such meetings. Upon approval of the minutes by the board of trustees, the mechanical recordings shall no longer be required to be kept.

Minutes of the meetings of committees of the board shall also be mechanically recorded, but inasmuch as committees of the board are not authorized to act on behalf of the board of trustees, such mechanical recordings shall constitute the complete record of minutes of said meetings, without the necessity of being reduced to writing or otherwise require formal approval by the respective committee. However, in the event such committee meeting minutes are reduced to writing, then such minutes shall constitute the complete record of minutes of said committee meeting without the necessity of retention of the mechanical recording of such meeting. Such recordings shall be kept according to the applicable records retention schedule. The secretary or assistant secretary shall, prior to consideration by the board of approval of the record of any meeting, transmit by mail or deliver to each member a copy of the written record of the regular or special meeting and shall give notice to the members of the board and to the president of the university of all meetings of the board, both regular or special; and, when requested by the chairperson of any committee of the board, shall give notice of the meeting of such committee to the members thereof.

(c) When elected thereto by the board, the secretary and assistant secretary may, if not a member of the board, occupy an administrative position in the university, in addition to being an officer of the board. Otherwise, the secretary and assistant secretary, when elected thereto by the board, shall be made an unclassified contract professional employee of the university and shall hold office and be employed thereafter at the sole discretion of the board, and pursuant to terms and conditions established by the board. The secretary and assistant secretary shall report directly to the board through the chairperson of the board, and shall work in close cooperation and coordination with the president. This reporting arrangement shall not preclude the right of trustees and the secretary and assistant secretary to communicate directly with the other at any time on all matters the board, individual trustees, or chairperson shall require.

(d) The secretary and assistant secretary shall provide for a system of filing university rules in compliance with Chapter 111. of the Revised Code. The secretary and assistant secretary shall only file those rules properly promulgated by the board of trustees and the faculty senate, in accordance with the bylaws and regulations of the board of trustees. The secretary and assistant secretary, at the direction of the vice president and general counsel, shall be authorized to make such changes to university rules as are necessary to comply with the requirements of law, rule filing requirements by the secretary of state or other legislative agency, provide for consistency in related rules, and avoid duplication and unintended consequences of grammatical or other stylistic provisions in the rules.

(e) The secretary or assistant secretary shall receive and respond to routine correspondence, inquiries, and requests to the board of trustees, with the copies thereof to the chairperson. The secretary or assistant secretaryshall receive all transmittals to the members of the board of trustees and shall be responsible for providing copies of same to individual board members. Proposals from faculty and staff, either as a group or as individuals, shall be referred to the president pursuant to paragraph (B) of rule 3359-1-05 of the Administrative Code, with a copy thereof to the chairperson. Requests to address the board or any committee of the board shall not normally be considered unless submitted in writing to the secretary or assistant 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 purpose of the request and a summary of the topic to be addressed. The chairperson of the board, in consultation with the chairperson of any committee of the board, 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 chairperson determines not to schedule the matter on the agenda of the board or committee of the board, the chairperson shall direct the secretary or assistant secretary to provide notice of such request to members of the board for their information.

(f) The secretary or assistant secretary shall confer with each member of the board of trustees concerning the procedure each trustee prefers regarding receipt of anonymous transmittals. Individual trustees may direct the secretary or assistant secretary in writing to retain their copies of anonymous transmittals for reference in the board office. Otherwise, the secretary or assistant secretary shall forward such transmittals by regular mail or personal delivery. Such transmittals shall not be delivered by facsimile copy.

(g) . The assistant secretary shall assist the secretary in the execution of duties outlined in these rules for the secretary, and shall substitute in the secretary's absence.

(h) The responsibilities of the secretary and assistant secretary shall be assigned by the chairperson of the board and shall include, but not be limited to, the daily management of the board office and operations, direct oversight of board communications, coordination of trustee development and strategic planning initiatives as directed by the chairperson of the board or committee chairs, serve as board liaison in connection with major university initiatives and with campus, community, governmental, or other constituencies as directed by the chairperson of the board.

(i) The assistant secretary shall assist members of the board as they may request in carrying out their fiduciary duties to the board.

Effective: 8/24/2015
Promulgated Under: 111.15
Statutory Authority: 3359.01
Rule Amplifies: 3359.01
Prior Effective Dates: 11/04/77, 02/16/87, 11/20/89, 07/20/90, 09/30/93, 12/23/95, 08/09/96, 09/28/97, 11/24/01, 12/02/04, 06/25/07, 05/23/10, 04/11/11, 10/06/11, 01/31/15

3359-1-03 Committees of the board.

(A) Standing committees.

The members, chairperson and, if deemed necessary or desirable, vice chairperson(s) of each standing committee shall be appointed annually by the chairperson of the board. Each such committee shall be self-governed and may subdivide its work among subcommittees and perform its functions in such manner as the committee deems advisable. It may initiate proposals or act on proposals delegated to it by the board, or made to it by the board chairperson or president of the university, and shall make recommendations to the board for action. The functions of the standing committees, including such special duties as may be delegated by the board, shall in general be as follows:

(1) Academic issues and student success committee.

(a) Consider and make recommendations concerning all policy matters requiring attention or action of the board relating to:

(i) Faculty appointment, tenure, and status; academic planning and governance and educational policies; areas of instruction and degree programs; areas of research and related activities; student admissions; and other matters of policy governing or pertaining to academic and curricular affairs.

(ii) Student engagement and success including enrollment services, advising and counseling, academic support programs, student development and conduct, student financial aid and scholarships, internships, student assistantships, intercollegiate athletics and other non-academic matters affecting students.

(iii) Alumni structures, strategies and policies, including the promotion of relations with the university's alumni.

(iv) Communication and marketing strategies, including positioning in rankings.

(2) Finance and administration committee.

(a) Consider and make recommendations concerning all policy matters requiring attention or action of the board relating to:

(i) The university budget and financial operations, as well as budget alignment with academic objectives and priorities, business organization and practice; the capital budget and plan; personnel appointments, changes of status, salary adjustments, and other personnel changes; placing and renewal of all insurance; borrowing of funds and issuance of bonds and notes; student tuition, fees, and other sources of university income; custody and investment of any funds which are now under or may in the future come under control of the board of trustees;.

(ii) Institutional fiscal health indicators, including senate bill 6 and measures of the higher learning commission of the north central association of colleges and schools.

(iii) Submission of appropriation requests; and other such matters that involve the expenditure or commitment of funds related to capital planning and capital projects for the university, as well as facilities' quality and use for the academic mission; the location, planning, construction, renovation, demolition and maintenance of the university's physical plant, streets, grounds and capital equipment; the purchase, sale, and lease of real estate; the procedure for implementation of locally administered projects, and for the selection process for architects, engineers, construction managers and contractors.

(iv) Solicitation of funds for present and future needs of the university; development policies and investments to support academic priorities; coordination of activities with the university of Akron foundation; the naming of buildings and other honorary designations; and relations with local, state and federal legislative and administrative agencies.

(v) The preparation, conduct, or review of negotiations or bargaining sessions with bargaining agents for university employees concerning their compensation or other terms or conditions of employment.

(b) This committee shall constitute the board's "investment committee" as required by section 3345.05 of the Revised Code, and shall be authorized to exercise that authority and responsibility provided by law for the investment committee.

(3) Strategic issues committee.

(a) Consider and make recommendations concerning the strategic position of the university and the strategic issues and priorities that, from time to time, require the board's focused attention. Such issues shall be assigned to the committee by the chairperson of the board and reflect areas critical to the successful performance of the institution's mission. In making assignments, the chairperson of the board shall avoid unnecessary duplication with other standing committees.

(b) Collect and analyze data utilizing, when appropriate, comparisons, trends, goals and objectives, trend analysis, market comparisons, peer comparisons, norm comparisons, environmental comparisons, impact analysis, projections and forecasts, resource allocation models, presentation methods, and other similar measures.

(c) Identify and, from time to time, inform the board and make recommendations with respect to local, state, national and international issues involving higher education and their potential impact upon the university of Akron.

(d) Coordinate with the chairperson of the board the regular and structured delivery of reports to and reviews by the board of trustees from the administration through information sessions, executive sessions, and regular or special meetings of the board of trustees, as appropriate.

(e) Identify, prioritize and assign projects related to strategic issues to other committees of the board as appropriate.

(f) Consider and make recommendations to the board concerning the organization of the board and the individual involvement and fiduciary and legal role of trustees; the bylaws regarding the operation of the board and its committees; the board's operation and matters related to board and trustee assessment, trustee selection and trustee orientation; the expectation of trustees' comportment within the board and with the president and internal and external constituencies; the avoidance of conflict of interest or commitment or the appearance of same; board size, composition and organization; calendaring of university events for the board, its committees and individual trustees (including commencement); trustee roles and learning and professional development for trustees; a community business collaboration policy; and other matters assigned by the board or the chair of the board.

(4) Rules committee.

(a) Consider and make recommendations concerning the adoption, amendment, and repeal of rules of the university required to be filed with the secretary of state. Such rules shall include but not be limited to, (i) any rule, regulation, bylaw, or standard adopted by the board of trustees, or pursuant to their rule-making authority; and, (ii) any rule, regulation, bylaw, or standard which has a general and uniform effect when applied to students, faculty, staff, or the general public, or to any identifiable class of students, faculty, staff, or the general public.

(5) Audit and compliance committee.

(a) The primary responsibility of the audit and compliance committee is to provide oversight of the university's financial practices, compliance policies, internal controls, financial management, and standards of conduct.

(b) The chairperson of the university of Akron board of trustees shall appoint the members and chairperson of the audit and compliance committee, which shall be comprised of five members of the board. The audit and compliance committee chairperson shall be one of these five members. The board chairperson shall be an ex-officio member of the audit and compliance committee who has the right, but not the obligation, to participate and vote in the proceedings of the committee, but is not counted in determining the number required for a quorum unless fewer than three voting members of the audit and compliance committee are present, in which case the chairperson may be counted for purposes of establishing a quorum. In making appointments to the audit and compliance committee, the chairperson of the board of trustees shall attempt to provide for reasonable continuity such that annually the committee includes one or more members who have had previous service on the audit and compliance committee.

(c) Definition. "Independent" shall refer to a person who, other than in his or her capacity as a member of the audit and compliance committee, the board of trustees, or any other board committee:

(i) Does not accept any consulting, advisory, or other compensatory fee from the university, its related entities, or its external auditor(s), unless consistent with the requirements, limitations, and prohibitions of the Ohio ethics law; and

(ii) Has not accepted such compensation at any time in the year preceding the member's appointment to the audit and compliance committee, unless consistent with the requirements, limitations, and prohibitions of the Ohio ethics law.

(d) Eligibility. Each member of the audit and compliance committee shall be a voting member of the board and shall be independent.

(e) Consultants. The audit and compliance committee may obtain counsel, financial experts, or other expertise to advise the committee, or to assist in the conduct of an investigation. The audit and compliance committee may enlist the assistance of the university's administrators and employees as needed.

(f) Review. The audit and compliance committee shall review and reassess this rule annually and recommend any proposed changes to the board, including changes that it deems to be necessary as a result of its work and/or new laws or regulations.

(g) Meetings. The audit and compliance committee shall meet at least twice per year. The audit and compliance committee may ask members of the university administration or others to attend its meetings and provide pertinent information as necessary.

(h) Executive sessions. The audit and compliance committee may conduct audit conferences as provided by law and may conduct executive sessions with the university's outside auditors, its general counsel, or outside counsel, or anyone else as desired by the audit and compliance committee and permitted by the Ohio "open meetings act."

(i) Responsibilities. The audit and compliance committee shall:

(i) Chief audit executive. Review and concur in the appointment, replacement, reassignment, or dismissal of the chief audit executive, who shall have a dual reporting responsibility to the senior vice president, provost and chief operating officer (COO) and to the audit and compliance committee.

The audit and compliance committee shall follow the guidance of the "Institute of Internal Auditors Practice Advisory 1110-2" with respect to the distinction between functional and administrative reporting and shall develop and recommend for approval by the board of trustees for inclusion in this rule, those circumstances in which the university chief audit executive shall report directly to the audit and compliance committee of the board of trustees, without prior or subsequent reporting to any institutional officer.

(ii) Selection/retention of outside auditors. Recommend appointment of the outside auditors to be engaged by the university and which auditors shall report to the board through the audit and compliance committee, establish the audit fees of the outside auditors, and pre-approve any non-audit services provided by the outside auditors before the services are rendered. In general, the outside auditors may provide non-audit services to the extent that they are not auditing their own work, fulfilling the university administration's role, or advocating externally for the university.

(iii) Evaluation of outside auditors. Review and evaluate the performance of the outside auditors and review with the full board any proposed discharge by the audit and compliance committee of the outside auditors.

(iv) Duration of audit partners. Ascertain that the lead or concurring audit partner, as well as any partner other than the lead or concurring partner, from the outside auditors serves in such capacity for a period of reasonable duration, consistent with then best practices for non-profit entities.

(v) Communications with outside auditors. Review all material written communications between the outside auditors and university administrators, such as any management letter, schedule of findings, or schedule of unadjusted differences.

(vi) Risks. Inquire of university administrators, the chief audit executive, and the outside auditors about significant risks or exposures facing the university; assess the steps the university administration has taken or proposes to take to minimize such risks to the university; and periodically review compliance with such steps.

(vii) Audit function. Review with the university's administrators and the outside auditors, the vice president for finance and administration and "CFO," and the chief audit executive, the audit scope and plans of the chief audit executive and the outside auditors; and address the coordination of audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of the audit resources.

(viii) Internal reviews. Conduct internal reviews by reviewing with the university administration and the chief audit executive:

(a) Significant findings on internal audits during the year and the university administration's responses thereto;

(b) Any difficulties the internal audit team encountered in the course of their audits, including any restrictions on the scope of their work or access to required information;

(c) Any changes required in the scope of their internal audit;

(d) The internal auditing office budget and staffing;

(e) The internal auditing office charter; and

(f) Policies and procedures with respect to officers' expense accounts and prerequisites, including their use of university assets and any available review of these areas.

(ix) Controls. Review with the outside auditors and the chief audit executive:

(a) The adequacy of the university's internal controls including computerized information system controls and security; and

(b) Any related significant findings and recommendations of the outside auditors and internal auditing office together with the university's responses thereto.

(x) Laws and regulations. Review with the general counsel and the chief audit executive legal and regulatory matters that, in the opinion of university administrators, may have a material impact on the financial statements, related university compliance policies, and programs and reports received from regulators.

(xi) Financial statements. Review with the university's administrators and the outside auditors:

(a) The university's annual financial statements and related footnotes;

(b) The outside auditors' audit of the financial statements and their reports thereon;

(c) Any significant changes required in or indicated for the outside auditors' audit plan; and

(d) Any serious difficulties or disputes with the university's administrators which are encountered during the audit.

(xii) Codes of conduct. Periodically review applicable federal and state laws regarding codes of conduct and similar compliance requirements and standards, including, but not limited to, the university's conflict of interest, conflict of commitment, scholarly misconduct, and ethical conduct policies and procedures located in rule 3359-11-17 of the Administrative Code, to ensure that they are adequate and up-to-date, easy to access and understand, widely communicated, clear as to how to report concerns or ask questions, and complete with a conflict of interest policy; and review with the chief audit executive and the general counsel the results of their monitoring of compliance of such policies and procedures.

(xiii) Alerts. Review procedures for the receipt of information, anonymous or otherwise, raising concerns regarding questionable accounting or auditing matters or wrongdoing, and review any submissions that have been received, the current status, and the resolution, if one has been reached.

(xiv) Compliance. Coordinate with the chairperson of the board the regular and structured delivery of reports to and reviews by the board of trustees from the administration through information sessions, executive sessions, and regular or special meetings of the board of trustees, as appropriate on subject matters that may include, but shall not be limited to:

(a) Legal reviews;

(b) Health, safety and environmental reviews for all property owned, leased, or operated by the university;

(c) Intellectual property, technology transfer and entrepreneurial activity reviews;

(d) Affiliated entity reviews;

(e) Compliance reviews; and

(f) Corporate governance, fiduciary and conflict reviews.

(xv) General. Perform such other functions as may be required by law, the university of Akron board of trustees' bylaws, or the university of Akron board of trustees.

(j) Reporting. The audit and compliance committee shall regularly apprise the board of its activities and recommendations.

(6) The personnel and compensation committee.

(a) Oversee on behalf of the board of trustees the overall employment and compensation practices, policies and procedures of the university, and recommend to the board of trustees the adoption of policies to guide such practices. This committee shall consider and make recommendations to the board of trustees on matters of employment involving the president of the university, and recommendations of the president regarding university officers. The personnel and compensation committee shall be authorized to engage the professional services of consultants as deemed warranted by the committee and shall be authorized to enlist the assistance of other members of the board of trustees and of the administration as needed.

(7) The chairperson of the board and the president of the university shall be ex-officio members of each standing committee. Whereas the chairperson shall have power to vote, the president shall be without power to vote. Questions involving assignments or duties of committees of the board shall be decided by the chairperson.

(8) Between meetings of the board, the board may request its standing committees to make recommendations within their respective spheres as they deem necessary and to report any recommendations they make by virtue of this authority to the board at a regular or special meeting for ratification by the board. However, committees shall not be empowered to act for the board; but committees may act or recommend action within their respective spheres subject to approval or ratification by the board. It is the purpose of this provision to establish that the board shall conduct its business and take official action only at regular or special meetings of the board as provided in these bylaws. Moreover, each individual committee shall annually review its charge and work with a view of keeping with best practice.

(B) Special committees.

Special committees may be appointed by the chairperson for such purposes as the board may, from time to time, authorize and direct.

(C) Advisory committees.

Advisory committees may, from time to time, be authorized by the board and appointed by the chairperson for permanent or temporary service in a consultative or advisory capacity. Persons who are not members of the board shall be eligible for membership thereon.

Replaces: 3359-1-03

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359.01
Rule Amplifies: 3359.01
Prior Effective Dates: 07/20/94, 12/23/95, 08/09/96, 04/28/97, 05/13/98, 10/14/01, 12/28/01, 06/29/02, 10/28/02, 03/31/05, 05/28/05, 07/03/05, 07/29/05, 06/25/07, 11/22/10, 12/26/10, 10/06/11

3359-1-04 Meetings of the board.

(A) Meetings.

(1) Regular meetings shall be held in accordance with meeting schedules adopted and, from time to time, amended by a vote of the majority of the board. The time and place of meetings shall be set by the board.

(2) Special meetings shall be called by the secretary upon the request of the chairperson or any two members of the board on not less than five days' notice. Emergency meetings may be called by the secretary upon request of the chairperson in accord with the provisions of Ohio law respecting public meetings.

(3) Unless otherwise specifically stated in the notice of the meeting, any business may be transacted at any meeting of the board.

(4) 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.

(B) Quorum.

(1) For all regular, special, and emergency meetings of the board, a majority of the board, when duly convened, shall constitute a quorum as provided in section 3359.01 of the Revised Code.

(2) For committee meetings of the board, any three voting members of the committee shall constitute a quorum; and when such quorum is established in this manner, only those voting members of the committee may vote upon recommendations of the committee.

(a) In the event fewer than three voting members of a committee shall be present, the quorum may be established with at least one voting member of the committee plus any two additional voting members of the board of trustees who shall be in attendance at the committee meeting. When quorum is established in this manner, all voting members of the board of trustees present at such committee meeting shall be entitled to vote upon recommendations of the committee.

(b) All members of the board of trustees may attend any meeting of any committee of the board of trustees.

(C) Order of business.

Unless otherwise ordered by the chairperson, the usual order of business at regular meetings shall be as follows:

(1) Call to order.

(2) Report of the chairperson.

(3) Report of the president.

(4) Consideration of minutes of previous meeting(s).

(5) Consideration of recommendations of standing committees.

(6) Report of special, advisory or other committees.

(7) Unfinished business.

(8) New and miscellaneous business.

(9) Special presentation(s).

(10) Adjournment.

(D) Rules of Order.

The most current edition of "Robert's Rules of Order" shall be accepted as authority on all questions of parliamentary procedure not determined by these bylaws. Any motion shall be reduced to writing upon request of a member. The chairperson shall have authority to rule on all questions of order and answer parliamentary inquiries. The chairperson may appoint a parliamentarian, who may or may not be a member of the board, to consult with and advise the chairperson, other officers, committees, and members on matters of parliamentary procedure. However, the chairperson has a duty to make a final ruling on all questions of order and, in doing so, has the right to follow the advice of the parliamentarian, or to disregard it.

Replaces: 3359-1-04

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 11/20/89, 12/22/89, 12/23/95, 05/13/98, 06/25/07, 10/06/11

3359-1-04.1 Open meetings.

(A) The board of trustees shall comply with all provisions of the Ohio open meeting law set forth in section 121.22 of the Revised Code.

(B) The chair of the board of trustees of the university of Akron shall, at a regular springtime meeting of the board, announce the time, date and place for the regularly scheduled meetings of the board of trustees for the succeeding fiscal year, commencing July first and lasting twelve months, and shall, at each scheduled meeting of the board. announce the time, date and place of the next scheduled meeting of the board.

(C) The secretary of the board of trustees shall place on file in the university library and post in the board office and on the board's website the schedule of regular meetings as announced by the chair of the board.

(D) A representative of the media may request notification of regularly scheduled meetings for the year beginning July first and ending June thirtieth by submitting to the secretary of the board a sufficient number of self-addressed, stamped envelopes in which to mail such notices or by submitting an email address or fax machine phone number.

(E) Any person desiring notification of regularly scheduled meetings of the board of trustees may receive same (for twelve months) by depositing with the secretary of the board a sufficient number of self-addressed, stamped envelopes in which to mail such notification or by submitting an email address or fax machine phone number.

(F) In the event of any change in the calendar of regularly scheduled meetings of the board of trustees during the year commencing July first and ending June thirtieth the chair and the secretary of the board shall provide notice of such change no later than one week prior to the next regularly scheduled meeting.

(G) The secretary of the board of trustees shall, upon receipt of notice from chair of the board of trustees, members of the board of trustees or the president of the university, of the scheduling of a special meeting of the board of trustees or of a meeting of a committee where five or more members of the board are expected to attend, but in no event later than twenty-four hours prior to the commencement of the meeting, notify representatives of the media and all other persons who have so requested of the date, time, place and stated purpose of the meeting using self-addressed, stamped envelopes, email addresses or fax machine phone numbers provided by the aforementioned representatives or other persons. In the event of an emergency situation where twenty-four hour notification is not possible, the secretary shall verbally notify such media representatives by telephone call to the local telephone number specified by such media representatives and shall record the fact of such notice in the minutes of the meeting.

(H) Persons desiring notice of any regular or special meeting of the board of trustees at which specific subject matters designated by the person desiring notice are included in the agenda of the meeting, may request such notice in writing to the secretary of the board, including with the request a sufficient supply of self-addressed, stamped envelopes for mailing the notice or an email address or fax machine phone number.

(I) The secretary of the board may rely on the assistance of any member of the university staff, and any such notice is complete if given by such staff member in the manner provided herein.

Replaces: 3359-1-04.1

Effective: 2/1/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: Prior to 11/04/77, 12/26/13

3359-1-05 President of the university.

(A) The board shall elect a president of the university to hold office at its discretion, in accord with its authority set forth in section 3359.03 of the Revised Code. The following procedures shall serve to guide the selection process, unless revised as provided herein.

(1) The entire board of trustees, including student trustees, shall convene as a committee of the whole to constitute the presidential search committee for the president of the university of Akron.

(2) Pursuant to the bylaws of the board of trustees, the chairperson of the board shall name four voting trustees as a presidential advisory and screening committee with the following responsibilities:

(a) To make initial and ongoing recommendations to the full committee regarding the criteria, process, and scheduling for the search for the president:

(b) To recommend executive search firms for consideration by the full committee:

(c) To receive applications and nominations on behalf of the search committee:

(d) To serve as a first level screening for candidates, and make recommendations to the full search committee:

(e) To conduct those activities related to the search as may be assigned by the chairperson of the search committee.

(3) In recognition of the legitimate concerns and interests of faculty, staff, academic and senior administration, students, alumni and community leaders, the search committee will involve such appropriate constituencies in the search process as follows:

(a) Prior to the invitation for nominations or applications of candidates, the presidential advisory and screening committee shall have the responsibility to meet and discuss the proposed criteria, process and scheduling for the search process with the representative constituency and advisory groups, including but not limited to. the council of deans, representatives of the department chairs, faculty senate, senior administration, contract professional advisory committee (CPAC) staff employee advisory committee (SEAC) students, and community leaders, as identified in this section.

(b) Prior to the selection of the president, the candidates (finalists) who are determined by the search committee to be well qualified to lead the university of Akron as its next president shall be invited to campus and each of the following constituencies and/or advisory groups shall be provided an opportunity to meet with the finalists and provide input.

(i) Deans. The deans of degree-granting colleges shall be invited to a meeting with each finalist candidate brought to the campus. A representative chosen by those deans shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(ii) Academic department chairs and school directors. The chairs of academic departments and directors of schools shall elect from their membership five representatives who shall be invited to a meeting with each finalist candidate. A representative chosen by this group shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(iii) Faculty senate and Akron-AAUP. The faculty senate and Akron-AAUP shall each elect from their membership three representatives who shall be invited to a meeting with each finalist candidate. This group of faculty senators and bargaining unit faculty, in accordance with article 10, section 6 of the collective bargaining agreement between the university of Akron and the American association of university professors, the university of Akron chapter, which became effective in 2005, shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(iv) Senior administration. The vice presidents, head of human resources, director of affirmative action/EEO officer shall be invited to a meeting with each finalist candidate. A representative chosen by this group of administrators shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(v) CPAC and SEAC. CPAC and SEAC shall each elect from their membership three representatives who shall all be invited to a meeting with each finalist candidate. One SEAC and one CPAC representative from this group of six shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(vi) Student representatives. The president of the undergraduate student government, the president of graduate student government and the president of the student bar association shall be invited to a meeting with each finalist candidate. A representative chosen by these student representatives shall have the opportunity to discuss orally with the student trustees and the chair of the presidential advisory and screening committee, in executive session, their collective views with respect to each finalist candidate.

(vii) Community leaders. The advisory committee shall select a group of community leaders, including the president of the university of Akron alumni association, to meet with each finalist candidate. A representative chosen by this group shall have the opportunity to discuss orally with the full board of trustees, in executive session, their collective views with respect to each finalist candidate.

(4) The foregoing procedures for the selection of the president by the board of trustees shall not be construed to limit, reduce, modify or relinquish any authority, responsibility, or discretion of the board to employ the president and govern the university consistent with the powers conferred upon the board by law. Notwithstanding anything herein to the contrary, these procedures shall not be deemed to be mandatory, but shall be considered directory in nature; and, may be revised, in whole or in part, upon a majority vote of the board of trustees at any regular or special meeting, without the necessity of prior notice thereof.

(B) The president is the executive head of all university colleges, branches, schools, and departments and thus, responsible for general supervision of all its interests. Within general policies of the board, the president shall lead in fostering and promoting education, instruction, research and scholarly activity, and public service as its primary aims. Each year the president shall submit to the board a report on the institution's activities, plans, current and future needs and other relevant data. The president shall attend all meetings of the trustees and address to them matters of institutional importance. The president is the official medium of communication between the university, the board and its committees, possessing the exclusive right to transmit proposals from the faculty and staff--either as a group or as individuals--to the board. This exclusive right of the president shall not abridge the right of trustees to communicate directly with faculty, staff, or other employees of the university; and, no employee shall incur any penalty or sanction whatsoever in connection with such communications.

(C) By virtue of administrative assignment, the president is a member of the faculty senate and of each college faculty and thus, may preside at every meeting thereof, if the president so wishes. The president shall appoint all committees of the faculty senate unless their memberships are designated by rule. The president shall see that measures of the faculty senate, which have been properly submitted to and approved by the board, are implemented and shall ensure that directives of the board relative to internal administration are carried out.

(D) The president has authority in all matters of student discipline in accordance with the rules and regulations of the board. The president shall oversee preparation of the annual budget and advise the board on all financial matters: shall preside at commencement and all other public academic occasions: and shall confer such appropriate degrees and honors as are granted by the institution. The president shall have authority and responsibility to oversee intercollegiate athletics and ensure compliance with NCAA and conference rules. The president shall oversee and foster relationships with legislative representatives, community, and municipal leaders, state and national higher education officials, professional associations, other educational institutions, business leaders, and other various publics of the university and higher education. The president shall assume a primary role in fund raising on behalf of the university.

(E) The president is empowered to nominate all administrative officers, faculty, and staff members to the board for appointment. This responsibility also extends to recommendations on the vacation of professorships and other positions. With the board's prior approval, the president may appoint administrative officers as necessary to ensure the institution's effective operation. Although the president may delegate authority to appropriate officials, the president shall retain final authority and responsibility for administration of the university in accord with the bylaws and regulations of the board.

(F) The president is authorized and empowered to compromise, adjust, and settle any and all claims, actions, causes of action, demands, costs, expenses, and any and all other damages in connection with any lawsuit filed for or against the university in an amount not to exceed twenty five thousand dollars, upon such terms and conditions as the president shall deem reasonable and best. All such settlements shall be made upon advice of the general counsel and shall be subject to any necessary approval of the attorney general and the court in which the action is pending, and such other requirements as are mandated by law. Further, the president is empowered to execute such agreements of settlement and perform such acts as are reasonable and necessary to effect this settlement authority.

(G) When in the judgment of the president the safety and well-being of students, faculty or staff, or university property is endangered, or when necessary to comply with the requirements of federal or state laws or regulations or when circumstances require the promulgation of rules without the benefit of prior review and approval of the board of trustees and/or the faculty senate, the president, upon advice of the general counsel, is authorized and empowered to promulgate rules for the governance of the university and provide for filing of such rules in compliance with section 111.15 of the Revised Code. The president shall immediately inform the board of trustees and when appropriate the faculty senate of any rules promulgated pursuant to this authority.

(H) Subject to the authority of government vested by law in the board of trustees, the authority and responsibility for the internal administration of the university is delegated to the president of the university of Akron and shall in fact be exercised by the president. The president may consult extensively with appropriate student, faculty, employee, and administrative groups. However, administrative decisions in all matters of operation of the university of Akron shall be the responsibility of the president, subject to appropriate review and/or approval by the board of trustees, notwithstanding any other delegation of authority or responsibility to any student, faculty, employee, or administrative group. Any delegation of authority by the president shall be accompanied by appropriate standards of guidance in the exercise of such delegated authority and shall be accompanied by periodic review.

(I) For reasons of protocol or otherwise, the president shall have the right to execute or by express written direction to delegate the authority to execute any contract. Contracts may only be executed on behalf of the university of Akron as authorized in the bylaws, regulations, and rules of the board; and except as expressly provided, no employees, agents, or other representatives whatsoever of the university of Akron shall have any contracting authority to bind the university of Akron. Contracts shall not be authorized unless executed in accord with policies and rules established by the board and the president. Except for routine contracts and purchases authorized by rules of the board, contracts shall be reviewed for legal form and sufficiency by the office of general counsel prior to their execution.

(J) When authorized by the board of trustees, the president may serve on corporate boards in a representative capacity on behalf of the university. In such instances, the president shall keep the board of trustees informed regarding such activities and shall consult with and obtain prior approval from the board of trustees, unless otherwise authorized by the board of trustees, regarding the president's participation in any change in the mission, governance or legal structure of the entity or any commitment of university assets in connection with the president's service while acting in a representative capacity with the entity. For purposes of this provision, the term "assets" shall be liberally and broadly construed to include anything of value, including but not be limited to capital, real or personal property, financial resources, personnel, "in-kind" contributions as that term is commonly known in higher education, or other such form of value.

Replaces: 3359-1-05

Effective: 2/1/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 07/20/90, 05/22/91, 12/23/95, 09/04/97, 11/24/01, 06/25/07, 02/27/09, 12/26/13

3359-1-06 University faculty.

(A) The university faculty shall consist of the president of the university, vice presidents, deans, distinguished professors, professors, associate professors, assistant professors, instructors, college lecturers, part-time faculty, and all others giving instruction for college credit who have been appointed by the board upon recommendation of the president. It shall include, also, such administrative officers and staff members as may be assigned thereto by the board upon recommendation of the president [article 2].

(B) The faculty senate of the university faculty is the legislative body thereof. In accordance with the state of Ohio appropriations budget as regards higher education boards of trustees, the board of trustees may consult with faculty senate about shared collegial academic governance in such fundamental areas as curriculum, subject matter and methods of instruction and faculty research. The board empowers it to formulate and recommend suitable rules, requirements, and procedures for the admission, government, management, and control of the students, courses of study, granting of degrees and certificates, and other internal affairs of the institution necessary to meet the objectives of the university in accordance with the established policies of the board. However in accordance with the state of Ohio appropriations budget as regards higher education boards of trustees, administrative decisions about the utilization of available resources, organizational structure, the operation and staffing of all auxiliary facilities, and administrative personnel shall be the exclusive prerogative of the board of trustees.

(C) The faculty senate shall be composed in the manner set forth in rule 3359-2-02 of the Administrative Code as approved by the board.

Replaces: 3359-1-06

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 07/20/90, 11/16/90, 5/22/91, 12/23/95, 06/25/07

3359-1-07 Annual budget.

(A) The annual budget shall consist of a detailed statement of estimated revenue, expenses, and surplus of the operating funds of the university for each year beginning July first and ending June thirtieth. This statement shall be supported by such explanatory comments and supplemental data as would clearly define the university's financial condition.

(B) The president shall draft a proposed budget for the ensuing year, along with all salaries, wages, classifications, changes in status, and other such personnel actions of all employees proposed for the subsequent budget year and submit this proposed budget and recommendations to the finance, fiscal policy and investment committee of the board for its consideration and approval. After discussion with the president, the finance, fiscal policy and investment committee shall present the budget and proposed personnel actions, with any proposed amendments and recommendations, to a regular or special meeting of the board for its consideration and approval.

(C) The budget may be revised at the discretion of the board upon recommendation of the president, or upon its own initiative. The president is charged with operating the university within the budget established by the board. The employment, changes of status, establishment of base salaries or changes in salaries, wages, or classifications or other personnel actions involving the employment and compensation of employees shall be subject to prior approval of the board.

Replaces: 3359-1-07

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 12/23/95, 06/25/07

3359-1-08 Enactment, repeal or amendments.

Any bylaw of the board may be amended or repealed by a vote of a majority of all the members of the board, notice thereof having been given to the members of the board at least one month before being acted upon; provided, however, that this requirement may be suspended by the unanimous vote of all the members of the board.

Replaces: 3359-1-08

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 11/04/77, 02/16/87, 12/23/95

3359-1-09 Compliance with administrative rule filing requirements.

For purposes of compliance with section 111.15 of the Revised Code, the board adopts the following definition of a " 111.15 Rule" as generally set forth in section 111.15 or rule 102-1-01 of the Administrative Code, of the Revised Code:

(A) " 111.15 Rule" includes any rule, regulation, bylaw, or standard having a general and uniform operation adopted by the board under the authority of the laws governing the university: any appendix to a rule: and any internal management rule.

(B) " 111.15 Rule" shall include:

(1) Any rule, regulation, bylaw, or standard adopted by the board, or pursuant to rule-making authority specifically delegated by the board in these bylaws and regulations: and.

(2) Which has a general and uniform legal effect when applied to faculty, staff or the general public or to any identifiable class of students, faculty, staff or the general public.

(C) The secretary of the board shall cause an appendix to be created and attached to these bylaws which shall maintain a current listing of all " 111.15 Rules" by reference and including administrative history.

Replaces: 3359-1-09

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 12/23/95

3359-1-10 Advisory trustees.

(A) The university of Akron board of trustees establishes the position of advisory trustee.

The purpose for this position is to permit the university to take advantage of the talents, resources and experiences of individuals who may or may not be residents of the state of Ohio.

(B) Advisory trustees will be selected and removed by a majority vote of the university of Akron board of trustees.

(1) Selection criteria for advisory trustees include, but are not limited to:

(a) Success in chosen field or business;

(b) State or national prominence;

(c) Ability to serve as an advocate for higher education;

(d) Ability and willingness to offer advice to the board and president; and

(e) Demonstrated support of the university of Akron.

(2) Advisory trustees will be required to protect and maintain the confidentiality of information provided to, or otherwise obtained as, an advisory trustee. Other than the foregoing obligation, advisory trustees shall have no further obligation of any kind or character as a result of service as an advisory trustee, it being the intention of the university of Akron that the advisory trustee position has been created for the sole purpose of seeking the input of leaders meeting the criteria established without the additional obligations attendant to formal positions within the university, such as the board of trustees.

(C) Advisory trustees will be non-compensated advisors to the board of trustees and president. Travel and reasonable and necessary expenses for advisory trustees will be reimbursed consistent with the policy for voting members of the board of trustees.

(D) Advisory trustees will have no voting privileges at any regular, special or committee meetings of the board of trustees, nor shall they be counted for purposes of quorum. Advisory trustees are not eligible to become board officers or serve as committee chairs or members thereof, but may participate in board activities at the discretion of the chairperson of the board of trustees. Advisory trustees may attend executive sessions at the invitation of the chairperson of the board of trustees but are not required to do so.

(E) A maximum of three advisory trustee positions are authorized, each serving a three year term. Advisory trustees are eligible for appointment to no more than two consecutive terms totaling no more than six years.

Replaces: 3359-1-10

Effective: 2/1/2015
Promulgated Under: 111.15
Statutory Authority: 3359.01
Rule Amplifies: 3359.01
Prior Effective Dates: 11/12/11, 02/14/13