(A) Members of the board of
trustees.
(1) The board of trustees
of the Ohio state university shall, as provided in section 3335.02 of the
Revised Code, be comprised of seventeen trustees, including two student
trustees, who shall be appointed by the governor, with advice and consent of
the senate, with terms of office as articulated in the Ohio Revised
Code.
(2) Student trustees.
Student trustees shall be permitted to participate in all discussion and
deliberations of the board, including attending executive
sessions.
(3) Charter trustees. In
order to take advantage of the diverse cultural, geographic, business,
professional, public service and civic backgrounds, talents and experiences of
friends and alumni of the Ohio state university who do not live in the state of
Ohio, the position of charter trustee has been established, in accordance with
the following guidelines:
(a) Charter trustees shall be non-Ohio residents and shall be
chosen on the basis of the following attributes: Ohio state university
alumna/alumnus or friend of the university; success in his or her chosen field
or profession; state, national, or international prominence; ability to
advocate for higher education; and willingness and ability to offer
counsel.
(b) The board shall appoint no more than three charter trustees
at any given time.
(c) Each charter trustee shall be appointed for one three-year
term, commencing on May fourteenth and expiring on May thirteenth. The
reappointment of a charter trustee is not automatic. Appointment and
reappointment decisions will be made with consideration to the expertise needs
of the overall board.
(d) Charter trustees shall have no voting privileges on the board
of trustees, shall not be considered in determining whether a quorum is
present, and shall not be eligible to be officers of the board, but will
otherwise participate in all activities of the board including membership on
committees. Charter trustees who are members of board committees shall have
voting privileges on those committees and shall be eligible to serve as
committee chair or vice chair.
(e) Charter trustees shall be nominated by the talent,
compensation and governance committee and shall be appointed, and may be
removed before the conclusion of his or her term, by a vote of the board. Upon
such appointment, the chair shall cause a letter of appointment to be delivered
to the charter trustee, and a copy of the letter shall be delivered to the
governor.
(4) Ethics and conflicts
of interest. All trustees shall follow the protections of the public set forth
in Chapter 102. and sections 2921.42 and 2921.43 of the Revised Code. In
addition, the board of trustees shall adopt and periodically review a policy on
ethics and conflicts of interest to govern all members of the board of
trustees, Wexner medical center board and their committees.
(5) Statement of
expectations. The board of trustees shall adopt and periodically review a board
statement of expectations, which shall address such topics as comportment among
board members, with the university president and other internal constituents,
and with external constituents.
(6) Indemnification.
Trustees, charter trustees, and non-trustee committee members shall be entitled
to legal defense and indemnification against any claims or liabilities which
might arise from the performance of their duties on behalf of the Ohio state
university to the fullest extent permitted by Ohio law.
(7) Reimbursement of
expenses. All trustees, charter trustees, and non-trustee committee members
shall be entitled to reimbursement for reasonable travel expenses incurred in
attending meetings of a committee or of the board of trustees, or other
meetings as a representative of the board, in accordance with university policy
and Ohio law.
(B) Officers.
(1) Number. The officers
of the board shall be a chair, one or more vice chairs, and a secretary. No
officer of the board shall, at the same time, hold more than one board office.
The board may elect such other officers as the board may deem necessary with
such authority and responsibility as delegated to them by the
board.
(2) Chair. The chair
shall preside at all meetings of the board. Unless otherwise directed by the
board, the chair shall have the authority to appoint members of and to fill
vacancies on all standing and ad hoc committees and shall serve as an
ex-officio member of all standing and ad hoc committees. Subject to these
bylaws, the chair shall work with the secretary of the board of trustees to fix
the date and time of all regular, special, and emergency meetings, shall sign
the journal of all proceedings of the board, and perform such other duties as
may pertain to this office.
(3) Vice chair. At the
request of or in the absence or incapacity of the chair, the vice chair shall
perform all the duties of the chair and, while so acting, shall have all the
powers and authority of, and be subject to all the restrictions upon, the
chair. In the event that there are multiple vice chairs, these powers and
duties shall devolve upon the senior vice chair, based on length of service on
the board, unless otherwise indicated by the board. In addition, the vice chair
shall perform such other duties as may be assigned to him or her by the board
or by the chair.
(4) Secretary. The board
of trustees appoints the secretary of the board, establishes the qualifications
for filling this role and conducts the annual performance evaluation for this
position. The secretary reports functionally to the board and administratively
to the university president. The responsibilities of the secretary, which are
defined by the board as part of their oversight role, include:
(a) Serving as the key internal university liaison for the chair
and the board;
(b) Communicating and interacting directly with the chair and the
board to advance the strategic work of the board;
(c) Serving as the custodian of and being ultimately responsible
for the preservation of all official records of the board;
(d) Serving as the custodian of the university seal and causing
its imprint to be placed whenever and wherever appropriate;
(e) Overseeing the maintenance of the minutes of all meetings of
the board and of committees of the board;
(f) Overseeing the operations of the office of the board of
trustees; and
(g) Performing all other duties customary to the office or
assigned by the chair or the board.
In the absence of the secretary, the
associate secretary shall perform the duties of the secretary of the board and
all official actions taken by the associate secretary shall be deemed
authorized and approved by the board of trustees.
(5) Election, term of
office, and qualifications.
(a) The chair and vice chair(s) of the board shall be elected
annually by the board and shall take office at the adjournment of the the final
meeting of the fiscal year ending June thirtieth. They shall hold their office
through the following final fiscal year meeting of the board of trustees or
until their successors are elected and qualified, so long as they shall
continue to be eligible to serve as officers.
(b) The chair and the vice chair(s) must be members of the board
of trustees. The qualifications of all other officers shall be determined by
the board.
(c) The chair shall be elected to a one-year term, and may serve
up to three consecutive terms as chair. Before the end of each term, the
talent, compensation and governance committee shall conduct a review of the
chair, and after consultation with the members of the board, shall recommend to
the board whether the chair should be reelected for an additional
term.
(d) The vote of a majority of all trustees then in office shall
be necessary to elect or remove an officer of the board.
(C) Committees of the board.
(1) Standing committees
of the board, the members of which shall be appointed annually by the chair,
shall be constituted and shall consider and make recommendations for action by
the board on the various matters enumerated as follows:
(a) Academic affairs and student life committee. The academic
affairs and student life committee shall consider and make recommendations to
the board regarding matters pertaining to the teaching and public service
programs of the university and its faculty, staff, and students. Matters to be
brought before the committee may include, but shall not be limited to: teaching
and learning; student success, support and well-being; faculty and staff
matters; educational policy; academic structure and organization; student
welfare and housing; collective bargaining; university faculty and student
rules; conferring of degrees, certificates, awards, and other honors; the
university system of Ohio; regional campuses; the Ohio agricultural research
and development center; agricultural technical institute; the
universitys land-grant mission and extension programs; athletics; and
any other matter assigned to the committee by the board or the chair of the
board.
In addition to the trustees appointed to the
committee, the committee shall also consist of at least one student trustee,
one member of the university faculty, and up to two additional non-trustee
committee members, with majority membership by trustees at all times.
(b) Finance and investment committee. The finance and investment
committee shall consider and make recommendations to the board regarding
matters pertaining to the financial, business, and administrative management of
the university. Matters to be brought before the committee may include, but
shall not be limited to: long-range financial planning; borrowing and
investment policies and strategies; investment benchmarks and asset allocation;
capital and operating budgets and policies; capital expenditure budgets and
investment; financing related to real property transactions; financial
reporting practices; issuance of debt; tuition and fees; endowment assets and
advancement objectives; namings of university buildings and spaces; purchasing
policies; insurance and self-insurance board appointments efficiency and
cost-savings efforts; managed health care systems; and any other matter
assigned to the committee by the board or the chair of the board.
In addition to the trustees appointed to the
committee, the committee shall also consist of at least one student trustee and
up to three additional non-trustee committee members with majority membership
by trustees at all times.
(c) Talent, compensation and governance committee. The talent,
compensation and governance committee shall provide oversight and counsel to
the president regarding matters related to the senior leadership of the
university, as determined by the board and the president, and make
recommendations to the board regarding matters pertaining to the organization
of the board and involvement and role of trustees. Matters to be brought before
the committee may include, but shall not be limited to: roles and
responsibilities of trustees and senior leadership positions; position
specifications and necessary qualifications; compensation strategy and
comparative data; transition plans; the board structure and operation; matters
related to the trustees, non-trustee committee members and charter trustee
selection process; trustee orientation; reviews of the president of the
university and officers of the board; expectations regarding trustee
comportment; organization of the board office; and any other matter assigned to
the committee by the board or the chair of the board.
The committee shall consist of the chairs of
each board committee and the vice chairs of the board. In addition to the
trustees appointed to the committee, the committee may also consist of up to
three additional non-trustee committee members, with majority membership by
trustees at all times. The chair of the board may also appoint to this
committee up to one current voting member of the board who formerly served as a
board officer.
(d) Master planning and facilities committee. The master planning
and facilities committee shall consider and make recommendations to the board
regarding the universitys physical environment to ensure they enable and
advance the universitys academic mission and strategic goals. The
committee will serve as stewards of the campus master plans and district plans.
Matters to be brought before the committee may include, but shall not be
limited to: the review and recommendation for approval of the planning, design,
and construction activity of the university, including the Wexner medical
center; university master planning; development and maintenance of facilities;
real property matters; security and infrastructure updates; and any other
matter assigned to the committee by the board or the chair of the
board.
In addition to the trustees appointed to the
committee, the committee shall also consist of at least one student trustee and
up to three additional non-trustee committee members, with majority membership
by trustees at all times.
(e) Legal, audit, risk and compliance committee. The legal,
audit, risk and compliance committee shall consider and make recommendations to
the board regarding oversight of the universitys legal, audit, risk, and
compliance functions. Matters to be brought before the committee may include,
but shall not be limited to: reports regarding significant legal, legislative,
and regulatory matters and initiatives; potential and active litigation;
oversight and monitoring of compliance programs and activities; university and
Wexner medical center enterprise risk management programs and business
continuity planning; approval and monitoring of affiliated entities; internal
financial control systems and reporting; auditing of the university and related
entity operations; internal audit policies, plans, and reports; selection of,
and receiving reports from, independent auditors (in conjunction with the
auditor of state); and any other matter assigned to the committee by the board
or the chair of the board.
In addition to the trustees appointed to the
committee, the committee shall also consist of at least one student trustee and
up to three additional non-trustee committee members, with majority membership
by trustees at all times.
(f) Research, innovation and strategic partnerships. The
research, innovation and strategic partnerships committee shall consider and
make recommendations to the board regarding matters pertaining to the research
programs and activities of the university, Wexner medical center, faculty,
staff, and students. Matters to be brought before the committee may include,
but shall not be limited to: programs and activities related to research and
creative inquiry; policies to support and enhance research and creative inquiry
conducted at the university; the development and support of strategic internal
and external relationships; outreach and engagement activities of the
universitys students, faculty, and staff; and any other matter assigned
to the committee by the board or the chair of the board.
In addition to the trustees appointed to the
committee, the committee shall also consist of at least one student trustee,
one member of the university faculty, and up to two additional non-trustee
committee members, with majority membership by trustees at all times.
(g) Wexner medical center
board. The university board of trustees retains ultimate sovereign power and
authority over, and fiduciary responsibility for, all aspects of the mission
and operations of the university, including its Wexner medical center. The
university board of trustees nonetheless recognizes the important oversight
role of its Wexner medical center board. The Wexner medical center board shall
consider and make recommendations to the university board of trustees regarding
matters set forth in the Wexner medical center board bylaws. The Wexner medical
center board shall keep the university board of trustees and its committees
apprised of, and make recommendations regarding, Wexner medical center matters.
The university board of trustees and its committees shall consult and seek the
input of the Wexner medical center board on the relevant strategic and
operational matters that come before the university board of
trustees.
Trustees who are members of the Wexner
medical center board shall represent the interests of both boards during their
service. Trustees, public members and ex-officio voting members of the Wexner
medical center board shall be appointed by the chair of the university board of
trustees in compliance with the procedure set forth in the Wexner medical
center board bylaws.
(2) The chair and vice
chair of each committee of the board shall be trustees or charter
trustees.
(3) The chair of the
university board of trustees shall appoint the chair, vice chair, and other
trustee and non-trustee members of each committee. The board or the chair of
the board may designate guidelines regarding non-trustee members of committees.
Student trustee, charter trustee, and non-trustee committee members shall be
voting members of the committees on which they serve.
(4) In addition to the
committees enumerated in this bylaw, the board or the chair of the board may
establish ad hoc committees and appoint the members thereof.
(5) Committees of the
board of trustees have no independent decision-making authority, except for
specific exceptions outlined in the Ohio state university Wexner medical center
board bylaws. Any matter or resolution recommended by a committee of the board
shall be presented to the board for its consideration.
(6) Except as provided in
paragraph (B)(1) of rule 3335-93-01 of the Administrative Code, no trustee
shall, during his or her term in office, serve as a director or officer or in
any other capacity of any university affiliated entity or as a director,
officer, or member or in any other capacity of any other university or related
advisory or governance board, committee, or similar body, unless such service
is approved by the chair of the board of trustees.
