Chapter 3362-1 Board of Trustees

3362-1-01 Bylaws of the board of trustees.

(A) Members of the board of trustees

Shawnee state university is governed by its board of trustees and the members of the board are appointed by the governor, in accordance with section 3362.01 of the Revised Code. In accordance with Ohio law, students do not have voting authority, although their opinions and advice during deliberations are encouraged.

(B) Officers of the board of trustees and their duties

(1) At its last regular meeting of each fiscal year, the board shall elect a chairperson and vice chairperson for the next fiscal year, who shall serve for a term of one year or until their successors are elected whichever occurs later.

(2) 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 board's bylaws are properly followed and its orders properly executed. The chairperson shall, on behalf and in the name of the university and the board, sign all instruments authorized by the board, except as such duties may be delegated to administrative officers.

(3) In the absence of the chairperson, the vice chairperson shall be invested with the powers and discharge the duties of the chairperson. In the absence of the chairperson and the vice chairperson, the duties of chairperson will be discharged by the trustee in the following order: chairperson of finance and administration; chairperson of academic and student affairs; vice chairperson of finance and administration; vice chairperson of academic and student affairs.

(C) President's role at board of trustee meetings

The president is expected to attend all full board and committee meetings, including executive session, unless directed otherwise by the board. At such meetings, the president will, in an advisory role, have a voice in board deliberations and have the authority to initiate any subject.

(D) Secretary of the board

(1) The chairperson of the board may appoint a secretary of the board.

The secretary may, if not a member of the board, hold an administrative position with the university. The secretary shall be responsible for ensuring that meeting notices are provided in accordance with Ohio law. The secretary shall also be custodian of all board records and shall attest as required, by his or her signature, all instruments executed by the chairperson or other authorized person on behalf and in the name of the university and the board.

(2) The secretary shall be responsible for accurate minutes of all board meetings and of committee meetings as needed.

(3) The secretary may, if called upon by the board chairperson, serve as board parliamentarian.

(4) The secretary serves at the pleasure of the board.

(E) Treasurer of the board

The chairperson of the board may appoint a treasurer of the board to take custody and control of all moneys due and owing to the university and to properly account for all moneys coming into his or her care and the expenditures of said moneys on behalf of the university. The treasurer may, if not a member of the board, hold an administrative position with the university. The treasurer's appointment is continuing but may be terminated at any time, with or without cause, by the board. The treasurer will be bonded or insured for faithful performance of his or her duties in conformance with section 3362.02 of the Revised Code.

(F) Board of trustees committees

(1) Standing committees of the board consisting of no fewer than three members each shall be appointed yearly, or at any time a vacancy occurs, by the chairperson of the board. Committee chairpersons and vice chairpersons shall be appointed by the chairperson of the board. Matters considered and recommended by any standing committee for board approval, including any board or university policy, shall be brought to the board in the form of a resolution.

(2) A majority of a committee's voting members constitute a quorum. With the exception of the executive committee, in the event a majority of the voting members are not present to take committee action, a quorum may be established with at least one voting member of the committee plus any two additional voting members of the board. The board chairperson, vice chairperson or any committee chairperson or vice chairperson has authority to make such temporary appointments and may self-appoint.

(3) Academic and student affairs committee shall consider and make recommendations to the board on matters pertaining to academic and student affairs programs and resources. Specific matters that may be presented to the academic and student affairs committee include, but are not limited to, the following: proposed and existing degree programs; awarding of degrees; commencement and other major university events; research and community development; faculty and staff matters including faculty promotions, organizational structures for academics and student affairs; admissions and enrollment; financial aid; student life and housing; and other matters as assigned to the committee by the board or chairperson of the board.

(4) Finance and administration committee shall consider and make recommendations to the board on matters pertaining to financial, business, facilities and administration of the university Specific matters that may be presented to the finance and facilities committee include, but are not limited to, the following: university capital and operating budgets; submission of appropriation and capital requests; tuition and student fees; annual audits; business organization and practices; borrowing and investment of funds; facilities and grounds, including naming, planning, construction, and maintenance; real property matters; purchasing policies; organization and staffing of finance and administration; personnel policies and matters; collective bargaining matters; safety and security; information technology; auxiliary operations and services; and other matters as assigned to the committee by the board or chairperson of the board.

(5) Executive committee, comprised of the board chairperson (serving as chairperson) and board vice chairperson and the chairpersons of the committees on academic and student affairs, and finance and administration. In the event either or both the chairperson and vice chairperson of the board also chairs a committee, the board chairperson may appoint an additional board member(s). The executive committee shall consider and make recommendations to the board on the following matters: proposed university policies on matters not assigned to another committee; bargaining unit agreements; personnel actions that pertain to any of the vice presidents or other personnel requested by the president or chairperson of the board. The executive committee shall also have responsibility for: orienting and mentoring new board members; evaluating the performance of the president and make a recommendation to the board on the president's compensation and benefits package. The executive committee shall also act/recommend 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 (three members) must be present. Executive committee actions taken on behalf of the board shall be reported to the board and made a part of the official record by including such action in 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.

(6) The chairperson of the board shall be a voting member of the board, the executive committee, and one other standing committee and an ex-officio (non-voting) member of all other committees.

(7) The president will appoint at least one vice president or other appropriate administrative personnel to staff the academic and student affairs committee and the finance and administration committee.

(G) Meetings of the board of trustees

(1) The board of trustees shall comply with all provisions of the Ohio open meetings law set forth in section 121.22 of the Revised Code. The secretary shall be responsible for ensuring that all required notifications are issued. Any person desiring specific notification of board meetings may request copies of board agendas upon providing a self- addressed stamped envelope to the secretary.

(2) Meetings

(a) The annual organizational meeting of the board is its first regularly scheduled meeting of the fiscal year. Other regular meetings will be scheduled and posted for public notice at least five days in advance.

(b) Special meetings may be held upon the call of the chairperson or upon written request to the secretary by three board members.

(c) A majority of the board, when duly convened, shall constitute a quorum to do business, and a majority vote of those present shall be sufficient to adopt any motion or resolution, provided that the vote of a majority of all the board shall be necessary to make or confirm the making of any contract involving the expenditure of money not provided for in the annual budget; to adopt and revise the annual budget; and to amend or repeal previously adopted policies or bylaws of the board.

(d) A roll call vote shall be taken whenever directed by the chairperson or requested by two members of the board and shall be necessary when electing or removing a presidet.

(3) Order of business

(a) The usual order of business at board meetings shall be as follows:

(i) Call to order

(ii) Roll call

(iii) Approval of minutes

(iv) Approval of agenda

(v) Consent agenda

(vi) Committee reports

(vii) Non-consent action items

(viii) Reports, if any, from board liaisons with other organizations

(ix) President's report

(x) New business

(xi) Comments from constituent groups (if any) and the public

(xii) Executive session, if necessary

(xiii) Other business

(xiv) Adjournment

(b) Business to be considered.

The president is responsible for development of the agenda for the chairperson's final approval. Any proposed action or business item by a board member should be presented to other board members and the president at least five days prior to the board meeting.

(c) Consent agenda

Items requiring a decision that are expected to require no discussion or debate by the board may be presented as a consent agenda as part of the agenda described in paragraph (G)(3)(b) of this rule. Items may be removed from the consent agenda on the request of any board member and without a motion or vote. Removed items may be taken up by the board either immediately after the consent agenda or placed later on the agenda at the discretion of the chairperson. Items not removed may be adopted by general consent and in accordance with paragraph (G)(2)(c) of this rule. Consent agenda items may include items recommended to the board by any of the standing committees of the board, except for any items that involve the expenditure of money not provided for in the annual budget, or adoption or revision of the annual budget.

(4) Public and constituent participation

It is the policy of the board to require persons who wish to address the board in the comment portion of the board meeting to limit their remarks to no more than five minutes, or for a length of time determined by the chairperson, and to speak at the appropriate time during the agenda. The chairperson may institute a sign-in process for persons who wish to speak and also limit the number of speakers commenting on any one subject. The board may or may not respond to speakers' comments.

(5) Parliamentary rules

The proceedings of the board, when not otherwise provided for by its rules, shall be governed by the most current edition of "Robert's Rules of Order." Any motion shall be reduced to writing upon the request of a member.

(6) Recording meetings

Members of the public and the news media may record public sessions of board and committee meetings. Use of recording devices may not interfere with the meeting or other attendees' view or hearing of the proceedings. Any recording devices must be fixed to one location in the room throughout the meeting. No flashes or other light enhancing devices may be used. The location of recording devices will be determined by the chairperson prior to the meeting. Where multiple parties desire to record the meeting, the chairperson may limit the number of recording devices in the meeting to no more than two.

(H) The president of the university

(1) Serving at the pleasure of the board of trustees, the president is the chief executive officer of the university.

(2) The president is responsible for recommending policies to the board and for implementing those policies approved by the board. The president must provide leadership in establishing a vision and goals to guide the university in fulfilling its mission. While the Board has the ultimate responsibility for the governance of the institution to ensure its proper maintenance and successful and continuous operation, it is the president's responsibility to execute board policies and administer the university to fulfill its mission. specific responsibilities of the president include, but are not limited to, the following:

(a) Administer board policies to achieve the institutional mission.

(b) Direct strategic and short-range planning.

(c) Develop, maintain and evaluate academic programs in furtherance of the university's mission.

(d) Develop and maintain an administrative organization and governance structure to facilitate both input into policy development and effective utilization of the resources required to achieve the university's goals and mission.

(e) Develop and maintain a system that will receive, screen and recommend for employment the most qualified personnel required to carry out the mission of the university. In addition, this system must assign, supervise, evaluate and promote all personnel employed by the university.

(f) Plan and develop a process to secure and maintain the resources necessary to achieve the university's mission at the highest level of quality. This responsibility shall include the presentation of these needs before the board of regents, the executive office, and the legislature.

(g) Prepare and present for board of trustees approval the annual operating and capital budgets; in addition, make budgetary allocations and supervise the expenditure of all funds.

(h) Present for board of trustees approval matters that are required by law or university policy to be presented to the board.

(i) Develop and maintain facilities and equipment required to support the mission of the university.

(j) Communicate to the board the current condition and potential problems facing the university.

(k) Represent the university before external public and private sector constituencies.

(3) The president will be evaluated by the board according to policy no. 1.03.

(I) Adoption, amendment, and repeal of bylaws and of university policy and procedures

(1) The foregoing bylaws are intended to provide a general framework for the administration, and operation of the university. Detailed policies and procedure for the organization, administration, and operation of the university may be adopted, amended, and repealed by the board of trustees.

(2) New bylaws may be adopted and existing bylaws amended or repealed by a majority vote of the board of trustees at any regular meeting of the board, providing that notice of the meeting specifies that adoption, amendment, or repeal of the bylaws is to be considered.

(J) Trustee emeritus

The board may grant emeritus status to a board member who's term has ended, about to end or who departed from the board in good standing and had, during the member's board term, made an exemplary contribution to the board. Nominations may be made by any current board member in writing to the chairperson of the board or to the president and should fully describe the reasons for the nomination. A trustee emeritus is an honorary title, without compensation, and, unless compelling circumstances arise that affect the integrity of the institution, the title is a life time honor. A majority of two-thirds of the full board is necessary to remove an emeritus status.

Effective: 5/16/2016
Promulgated Under: 111.15
Statutory Authority: 3 3 62.03
Rule Amplifies: 3362.03
Prior Effective Dates: 10/16/89, 5/4/92, 10/15/93, 4/17/98, 5/10/06, 3/30/09, 1/24/11, 11/28/11, 5/12/14

3362-1-02 Presidential selection.

(A) Purpose

(1) In accordance with section 3362-03 of the Revised Code, the board of trustees of Shawnee state university has authority to employ the president. As such, the board has the responsibility to have an orderly process for the selection of a new president of the university whenever conditions dictate such selection occurs.

(2) Presidential search committee

The board may establish a committee, of which all or a majority of its members are current board members for the purpose of screening candidates and other board directed tasks related to the presidential search. The board chairperson shall make the appointments of this committee, including the committee chairperson.

(B) Presidential search advisory committee and university constituencies

(1) It is recognized that the university's constituencies can enhance the presidential search process. In order to assist the board in selecting a president, the board may create a presidential search advisory committee and/or consult with individuals from university constituencies throughout the search process.

(2) The members of the presidential search advisory committee may include representation from faculty, staff academic and senior administration students, alumni, and the Shawnee state university development foundation. The chairperson of the presidential search committee shall also serve as the chairperson of the presidential search advisory committee.

(3) The board of trustees shall establish a budget for the presidential search and selection process.

Replaces: 3362-1-02

Effective: 5/12/2014
Promulgated Under: 111.15
Statutory Authority: 3362.03
Rule Amplifies: 3362.03
Prior Effective Dates: 6/5/01

3362-1-03 Evaluation of the president.

The board of trustees will evaluate the president's performance each year.

(A) Timetable

(1) The evaluation of the president should be initiated annually at least two months prior to the May board meeting of each academic year. The executive committee and the president shall meet to review current employment status, develop goals for the upcoming year and discuss contractual matters as appropriate.

(2) The executive committee shall prepare recommendations to the board for consideration during the May board meeting each academic year.

(3) At the May board meeting each academic year, under the leadership of the board chair and in executive session, the board shall review the president's performance and goals for the coming year, review presidential compensation date, address contractual matters and determine compensation.

(B) Written management letter

Within thirty days after the May board meeting each academic year, the board chair shall issue a written management letter to the president confirming agreed upon goals.

(C) Execution of contract(s)

The board chair, acting on behalf of the board, shall execute any new or amended presidential employment contract(s) as required as a result of this process.

Replaces: 3362-1-03

Effective: 5/14/2008
Promulgated Under: 111.15
Statutory Authority: 3362.03
Rule Amplifies: 3362.03
Prior Effective Dates: 06/05/01

3362-1-05 Investment policy.

(A) Purpose

(1) The Shawnee state university board of trustees has title to university investments and these funds are held in trust. The investments are to be made consistent with this investment policy as stipulated below.

(2) All fiduciaries implementing this investment policy are required to discharge their duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims.

(B) Membership

(1) Effective beginning 07/01/2002, the Shawnee state university investment committee is established.

(2) Chair: A member of the board of trustees finance and administration committee as appointed by the chair, Shawnee state university board of trustees. Term: A fiscal year appointment, renewable, at the discretion of the chair, Shawnee state university board of trustees.

(3) Member: The Shawnee state university vice president for finance and administration or delegate.

(4) Members: Three members nominated by the chair, Shawnee state university board of trustees and approved by the Shawnee state university board of trustees. Term: Initial appointments of one, two and three years respectively. Thereafter, appointments are for three fiscal years or parts thereof.

(5) The investment committee shall meet at least quarterly.

(6) The investment committee shall review and recommend revision to this investment rule and shall advise the Shawnee state university board of trustees through its finance and administration committee on its investments.

(7) The investment committee is authorized to retain an investment advisor that meets the credential criteria as outlined in law.

(8) Each investment committee member must sign an agreement indicating that they will avoid conflicts of interest in performing their duties as committee members.

(C) Investment objective

(1) The primary objectives of the university's investment activities shall be:

(a) Safety: Assets of the university shall be undertaken in a manner that diversifies its investments mitigating the magnitude of potential capital loss inherent in investment risk.

(b) Return on investment: To have, over time, return net-of-fees that at least equals common indexes in capital markets in which the university's assets are invested.

(D) Investment allocation

(1) Liquid pool and diversified investment pool are established.

(a) The liquid pool investments can only be made in securities of the United States government or of its agencies or instrumentalities, the treasurer of state's pooled investment program, obligation of this state or any political subdivision of this state, certificates of deposit of any national bank located in this state, written repurchase agreements with any eligible Ohio financial institution that is a member of the federal reserve system or federal home loan bank, money market funds, or bankers acceptances maturing in two hundred seventy days or less which are eligible for purchase by the federal reserve system, as a reserve.

(i) A minimum of twenty-five per cent of the prior fiscal year's average investment portfolio will be invested in eligible liquid pool securities. The actual percentage may be higher than this figure dependent upon anticipated cash flow needs with some buffer for unanticipated needs as determined by paragraph (D (4) (a) of this rule.

(ii) The administration of this pool is to remain with the Shawnee state university finance office as an agent of the investment committee. Returns will be reported quarterly to the investment committee, in-turn to the board of trustees.

(2) The diversified investment pool will be invested in publicly traded securities with the following ranges of asset allocation within that pool:

Range

(a)

Total equity

54%

45% to 65%

Total fixed income

45%

35% to 55%

Cash

1%

0% to 10%

Total alternative assets

0%

0% to 5%

(b) The vice president for finance and administration or delegate has authority to allocate funds between these pools.

(3) The university may transfer a portion of the diversified investment pool to the liquid investment pool if the following conditions exist:

(a) The university may transfer up to two point five per cent times the diversified investment pool's previous twelve quarter moving average of market value from the diversified investment pool to the liquid investment pool.

(b) This calculation will be applied to the twelve quarters ending on december thirty-one of the current fiscal year so the level of additional funding will be available during the subsequent year's budgeting process.

(c) The amount eligible to be transferred may be moved as a lump sum or periodically during the fiscal year but the total of the transfer(s) may not exceed the original calculated amount (other than for exceptions noted in other sections of the investment rule).

(d) The vice president for finance and administration will recommend the amount (and the related investment accounts from which the funds will be withdrawn) of eligible funds to be transferred from the diversified investment pool to the liquid investment pool based on the university's anticipated cash needs and consultation with the university's investment consultant. The transfer will require the approval of the university president and subsequently reported to the investment committee and the board of trustees at their respective meetings following the transfer.

(4) The vice president for finance and administration may request a transfer from the diversified investment pool to either the liquid investment pool or the university's main operating checking account outside of the formula restrictions noted in paragraph ((D) (3) based on unanticipated cash needs of the university. Based upon the amount of the request, the recommendation will require the approval of:

(a) Requested transfer amount:

$1 to $1,000,000

Requires approval from: Vice president of finance & administration

$1,000,001 to $2,500,000

University president

$2,500,001 to $5,000,000

Chair-shawnee state university board of trustees

(b)

The transfer will also be reported to the investment committee and the board of trustees at their respective meetings following any transfer.

(E) Investment securities diversification and quality

(1) No more than five per cent of the diversified investment pool portfolio can be invested in any single issue except u. s. government securities.

(2) Investment in fixed income securities shall be limited to government and agency issues and other issues in the top four quality ratings of recognized credit services. Prohibited investments include bonds rated below investment grade and derivatives which comprise a substantial part of an investment fund.

(F) Alternative investments

Inclusion of alternative investments is at the discretion of the investment committee. Alternative investment categories may include: gold and other commodities .

(G) Market benchmarks

(1) Given short-term market fluctuations, it is intended investment manager(s) will achieve the following performance objectives over a five-year moving period, net of investment fees. It is understood that performance evaluation will occur in shorter intervals, the results of which may cause the investment committee to make an investment manager change.

Rule benchmarks are: forty-five per cent barclays capital u,s. aggregate bond index, thirty-six per cent russell three thousandindex, eighteen per cent MSCI ACWI, and one per cent lipper money market fund.

(H) Evaluation of investment managers

(1) Investment managers will be reviewed quarterly based upon the following criteria:

(a) Ability to exceed the performance objectives stated in this policy.

(b) Adherence to the philosophy and style that were articulated to the investment committee at, or subsequent to, the time an investment manager was retained.

(c) Ability to exceed the investment performance (net of fees) of other investment managers who adhere to the same or similar style.

(d) Continuity of personnel and practices at the firm.

Effective: 10/27/2016
Promulgated Under: 111.15
Statutory Authority: 3362.03
Rule Amplifies: 3362.03
Prior Effective Dates: 5/10/06, 10/9/08, 12/1/11, 5/23/13, 5/12/14