(A) Regular meetings
The board shall hold at least four regular meetings each year on dates, at times, and at places established by the chair of the board, including an annual meeting in Oxford, Ohio.
(B) Special meetings
A special meeting of the board shall be held upon call of the chair of the board who shall fix the date, time, and place of the meeting. Further, upon written petition of not less than five voting members of the board, the chair of the board shall call a special meeting of the board at the date, time, and place set forth in the petition.
(C) Emergency meeting
In the event of an emergency requiring immediate official action, the chair may call an emergency meeting. Notice of an emergency meeting must be given to all news media outlets that have requested such notification.
(D) Notice of meetings
Written notice of regular meetings of the board shall be communicated to each member of the board by the secretary to the board at least seven days prior to the date of the meeting.
The secretary to the board of trustees shall post on the Miami university board of trustees website the schedule of regular meetings as announced by the chair of the board.
Any person desiring notification of regularly scheduled meetings of the board of trustees for the year beginning January and ending in December may receive same by depositing with the secretary to the board, Miami university, Oxford, Ohio 45056, a sufficient number of self-addressed stamped envelopes in which to mail such notification.
In the event of any change in the calendar of regularly scheduled meetings of the board of trustees during the year commencing in January and ending in December, the secretary to the board shall post the change not later than thirty days preceding the first meeting conducted under such revised schedule.
Notice of special meetings shall be communicated to each member of the board by the secretary to the board, with written confirmation to follow, at least ninety-six hours prior to the meeting.
The secretary to the board of trustees, upon receipt of notice from the chair of the board of trustees or the president of the university of the scheduling of a special meeting of the board of trustees, but in no event later than ninety-six hours prior to the commencement of the meeting, shall notify representatives of the public 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 provided by the aforementioned other persons. In the event of an emergency situation where ninety-six hour notification is not possible, the secretary to the board shall notify such media representatives by the most appropriate electronic medium to the location specified by such media representatives and shall record the fact of such notice in the minutes of the meeting.
Persons desiring notice of any regular or special meetings 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 to the board, Miami university, Oxford, Ohio 45056 including with the request a sufficient supply of self-addressed, stamped envelopes for mailing the notice.
Each notice of a special meeting shall be accompanied by an agenda stating the business to be considered at the meeting. At special meetings no business shall be transacted except that stated in the agenda.
(E) Quorum
A majority of the voting members of the board, when duly convened, shall constitute a quorum. (section 3339.01 of the Revised Code). A majority of the voting members of the board must be present at a duly convened meeting to vote on resolutions or ordinances.
(F) Parliamentary authority
"Robert's Rules of Order, Newly Revised" (most recent edition), shall be accepted as authority on all questions of parliamentary procedure not determined by these regulations or provisions of the Revised Code of the state of Ohio.
(G) Election of officers
At the annual meeting in December of each year, the board shall elect from voting members of the board the following officers: a chair, a vice chair, a secretary of the board, and a treasurer of the board. These officers shall hold their respective office from January first through December thirty-first of the year succeeding their election and until their respective successors shall be elected, so long as they shall continue to be trustees.
(H) Duties of officers
The chair shall preside at all meetings and appoint committees. The chair may serve on all committees except the nominating committee.
The vice chair shall serve in the absence of the chair and shall assist the chair at the latter's request.
The secretary of the board shall maintain such records as the board requires.
The treasurer of the board shall maintain such financial records as the board requires.
(I) Vacancy in office
In the event of a vacancy in the office of chair, the vice chair shall become chair.
In the event of a vacancy in the office of vice chair, secretary of the board, or treasurer of the board, the vacancy shall be filled by election at the next regular or special meeting of the board.
(J) Duties of the secretary to the board
The secretary to the board of trustees shall be nominated by the president and appointed by the board to serve until a successor is chosen and enters upon the duties of the secretary's office. He or she shall be selected from outside the membership of the board.
The secretary to the board shall attend meetings of the board as appropriate, record all votes and the minutes of all proceedings; shall per-form like duties for the committees of the board, as requested or assigned; shall give notice of all meetings of the board and of its committees; and shall perform such other duties as may be prescribed by the board or the chair.
(K) Committees
Standing and special committees shall be appointed by the chair of the board of trustees. Each committee shall report its recommendations for action to the board of trustees.
(L) Standing and special committees shall be appointed by the chair of the board of trustees. Each committee shall report its recommendations for action to the board of trustees.
The committee for naming of campus facilities is established as an advisory committee to the board and vice president for university advancement, who shall serve as chair of the committee. The chair of the board shall appoint the members of the committee as provided in board resolution R2001-31, as the same may from time to time hereafter be amended by the board. Recommendations for the naming of campus facilities shall be in accordance with R2001-31 (and as it may be hereafter amended, including resolutions R2004-12 and R2011-60). The board of trustees has sole authority to approve the name of campus facilities.
(M) Finance and audit committee
(1) Objectives
The finance and audit committee (the "committee") is appointed by the chair of the board of trustees, with the primary function of assisting the board of trustees with its oversight responsibilities in the following areas:
(a) The university's long-term financial plans.
(b) The university's financial reporting, internal controls and the independent audit.
(c) The university's budget.
(d) The university's capital expenditures for facilities and property.
(e) The university's investments.
(f) The university's internal audit activities.
(g) The university's processes for monitoring compliance with university policies, including ethical conduct requirements and applicable state and federal laws and regulations.
(h) The university's risk assessment process.
(2) Committee membership
The committee shall be appointed by the chair of the board of trustees and shall consist of no fewer than four members. The members of the committee shall meet the independence requirements of the New York stock exchange rules and regulations. At least one member of the committee shall be a "financial expert," as that term is defined by the securities and exchange commission. One-third of the committee, but not less than two members, shall constitute a quorum for the transaction of business.
At the annual meeting in December of each year, the chair of the board shall appoint the members and chair of the finance and audit committee, to serve from January first to December thirty-first of the succeeding calendar year.
(3) Meetings
The committee shall meet as often as it determines necessary, but no less than four times per year. The committee shall meet from time to time with the university's senior administrators, the internal auditors, and the independent auditors. The committee shall maintain written minutes of its meetings.
(4) Oversight of the university's strategic financial planning over a multi-year time frame
The committee shall review at least annually, the long-term financial plans of the university. These plans will include future projections of annual operating and capital requirements of the university and the related funding sources. As part of the review of the long-term financial plans, the committee shall review the current and projected debt levels of the university, including consideration of impacts on debt ratings, annual cash flows and liquidity.
(5) Oversight of financial reporting, internal controls and the independent audit
The committee shall be responsible for recommending to the auditor of the state of Ohio (the "auditor") the selection and appointment of the independent auditor. The committee, together with the auditor, shall be responsible for the compensation and oversight of the work of the independent auditor. The independent auditor shall report directly to the committee and to the auditor as required.
The committee shall review all auditing services and pre-approve permitted non-audit services (including the fees and terms thereof) to be performed for the university by the independent auditor. Unless specifically directed to do so by the auditor, the independent auditor is prohibited from performing any non-audit services that are specifically prohibited by independence rules set by the securities and exchange commission and by the general accounting office (gao). The committee may delegate pre-approval authority to the chair subject to later review and approval by the committee.
The committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent, legal, accounting or other advisors to the extent that such services are permissible under the laws and regulations governing the university. The university shall provide for appropriate funding, as determined by the committee, for payment of compensation to the independent advisors.
The committee shall meet with representatives of the independent auditor to review the annual audit plan and results of the audit.
The committee shall review and discuss reports from the independent auditor and university administrators on:
(a) All significant accounting principles and judgments used in the preparation of the audited financial statements.
(b) Any significant changes in the selection or application of accounting principles.
(c) All significant alternative treatments of financial information within generally accepted accounting principles that have been discussed with university administrators, the ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditors.
(d) Significant issues relating to the adequacy of the university's internal controls.
(e) Other material written communications between the independent auditor and university administrators.
The committee shall discuss with the independent auditor the matters required to be discussed by professional auditing standards relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with university administrators.
The committee shall review and recommend the annual audited financial statements to the board of trustees.
(6) Annually the committee shall obtain and review a report from the independent auditor regarding:
(a) The independence of the independent auditor, including compliance with gao's independence standards,
(b) the independent auditor's internal quality-control procedures,
(c) any material issues raised by the most recent internal quality-control review, or publicly disclosed findings resulting from reviews of public oversight and regulatory bodies or investigations by governmental and regulatory authorities within the preceding five years respecting one or more independent audits carried out by the firm,
(d) any steps taken to deal with any such issues or findings, and
(e) all relationships between the independent auditor and the university.
The committee shall evaluate the qualifications, performance and independence of the independent auditor, including the lead partner, and consider whether the accountants' quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of university administrators and internal auditors on these matters. The committee shall present its conclusions with respect to the recommendation of the appointment or retention of the independent auditor to the board of trustees annually.
The committee shall use its best efforts to ensure the auditor's appointment of the independent auditor includes the rotation of the lead audit partner having primary responsibility for the audit consistent with rules and regulations of the securities and exchange commission.
The committee shall recommend to the board policies for the university's hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the university or affiliated entities.
(7) Oversight of the university's budget
The committee shall review and recommend the annual operating budget of the university, including the following matters:
(a) Annual operating budgets, including guidelines and salary pools for faculty and staff.
(b) Changes in tuition and fees
(c) Room and board rates.
(d) Ordinances, resolutions and other items related to the fiscal management of the university that are proposed by the university's senior administrators.
The committee shall receive periodic reporting of actual results as compared with the budgets for operating activities throughout the year, as appropriate.
(8) Oversight of the university's capital expenditures
The committee shall periodically review the university's long-range facilities plan. The committee shall review and recommend:
(a) The university's biennial capital budget
(b) Proposed capital improvements in excess of specified dollar amounts
(c) Issuance of capital bonds to finance capital projects
(d) The annual report of gift-funded projects
(e) Capital improvement contracts, including design and construction
(f) Real property transactions, including purchase, sale, lease, and easements
The committee shall receive periodic reporting of actual results as compared with the budget for capital appropriations throughout the year, as appropriate.
(9) Oversight of the university's investment policies and results
The committee has oversight responsibility for the university's non-endowment investments. The committee serves as the investment committee required by section 3345.05 of the Revised Code.
The responsibilities of the committee in its role as investment committee are:
(a) To review the university's non-endowment funds investment policy adopted pursuant to section 3345.05 of the Revised Code and recommend any proposed changes to the board of trustees for approval.
(b) To meet at least quarterly and review periodic investment reports and advise the board on investments made in accordance with the university's non-endowment funds investment policy.
(c) To review the university's non-endowment funds annual expenditure policy and recommend any proposed changes to the board of trustees for approval.
(d) To retain the services of an investment advisor who meets the qualifications of section 3345.05 of the Revised Code.
(e) To report to the board of trustees at least semi-annually.
The committee also reviews the university's endowment. The committee reviews and recommends any proposed changes to the endowment spending policy and endowment administrative fee to the board of trustees for approval. The committee reviews periodic endowment investment reports.
(10) Oversight of internal audit activities
The committee shall review the appointment and replacement of the director of internal audit and consulting services (IACS). The director of iacs shall present to the committee the annual plan and scope of internal audit activities, budget and staffing for the current year and shall review any significant changes during the year. The director of IACS shall review all significant issues raised in reports to university administrators, including the administrators' responses to internal audit recommendations. The committee shall approve the IACS charter; meet separately on a periodic basis with the director; ensure there are no restrictions or limitations on the scope of work of IACS; and review the director's annual performance as part of approving the annual compensation of the director.
(11) Oversight of compliance processes
The committee shall review annually reports from the general counsel regarding compliance with university policies, including ethical conduct requirements and other applicable state and federal laws and regulations, including any material reports or inquiries from regulatory or governmental agencies. The general counsel shall discuss with the committee any legal, compliance or regulatory matters that may have a material impact on the university's financial statements.
The committee shall review and approve procedures recommended by the general counsel regarding the receipt, retention, and treatment of communications received by the university regarding compliance with the university's policies, including ethical conduct requirements and other applicable laws and regulations, accounting, internal controls or auditing matters. The general counsel shall provide periodic reports to the committee regarding any such communications received by the university and resolution thereof.
(12) Risk assessment
At least annually, the committee shall review reports from the university administrators regarding risk assessment, which is the university's identification and analysis of relevant risks to the achievement of its objectives, including plans for managing the risk.
(13) Other matters
The principal liaison to the finance and audit committee is the senior vice president for finance and business services. Additional staff members will be called upon as needed for specific reports to the committee.
The committee shall make regular reports to the board of trustees. The committee shall review and assess the adequacy of this regulation annually and shall submit any proposed changes to the board of trustees for approval. The committee shall annually review its own performance.
(N) Academic and student life committee
(1) Objectives
The academic and student life committee (the "committee") is appointed by the chair of the board of trustees, with the primary function of assisting the board of trustees with its oversight responsibilities in the following areas:
(a) The university's long-term academic plans
(b) The university strategic enrollment plans
(c) The university's retention and graduation rate plans and goals
(d) The yniversity's research activities
(e) The university's role in the university system of Ohio
(f) Student life
(g) Campus safety and student life risk management.
(2) Committee membership
The committee shall be appointed by the chair of the board of trustees and shall consist of no fewer than four members including at least one student trustee. One-third of the committee, but no fewer than two members, shall constitute a quorum for the transaction of business. The chair of the board of trustees shall designate the committee chair.
At the annual meeting in December of each year, the chair of the board shall appoint the members and chair of the academic and student affairs committee, to serve from January first to December thirty-first of the succeeding calendar year. The principal liaisons to the academic and student affairs committee are the provost and executive vice president for academic affairs, the vice president for student affairs, and the vice president for enrollment management and student success. Additional staff members will be called upon as needed for specific reports to the committee.
(3) Meetings
The committee shall meet as often as it determines necessary, but no fewer than four times per year. The committee shall meet from time to time with the university's senior administrators and shall maintain written minutes of its meetings.
(4) General oversight
The academic and student affairs committee serves in an oversight capacity and shall consider and make recommendations to the board on academic, student affairs, and enrollment management and student success initiatives and plans of the university. Specifically, the academic and student affairs committee provides oversight responsibilities for the university's long-term academic plans; the university's strategic enrollment plans; the university's retention and graduation rate plans and goals; the university's research activities; the university's role in the university system of Ohio; student life; and campus safety and student life risk management.
(5) Oversight of the university's academic and enrollment focused planning and initiatives
The committee shall consider and make recommendations to the board on the academic and enrollment focused initiatives and plans of the university. This will include student recruitment initiatives and goals, strategic retention and student graduation initiatives; the annual instructional and associated academic needs of the university; and the university's research and grants initiatives. The committee will ensure that the academic budget reflects the university's academic priorities.
The committee's oversight responsibilities shall include, but not be limited to:
(a) Strategic and long range academic goals
(b) New degree programs and majors
(c) Academic structure and organization
(d) Quality and effectiveness of academic programs (including accreditation and peer evaluation)
(e) Enrollment management including student recruitment, admission, financial aid, retention and graduation rate goals
(f) Diversity and multiculturalism goals and initiatives
(g) Study abroad
(h) Educational technology
(i) Distance learning
(j) Appointment of deans
(k) Appointment of Ohio eminent scholars
(l) Promotion and tenure policies
(m) Faculty grievance and discipline policies
(n) Honorary degrees
(6) Oversight of the university's student focused planning and initiatives
The committee shall consider and make recommendations to the board on student focused initiatives and plans of the university. This will include student life initiatives and needs including strategic retention and student graduation initiatives; university plans to meet the needs of diverse and at-risk student populations; university plans to meet student health needs, including counseling; campus safety, student life risk management strategies; student engagement outside the classroom; and readmission of students dismissed under section 3345.23 of the Revised Code.
The committee's oversight responsibilities shall include, but not be limited to:
(a) Student transition and retention initiatives (including first and second year residency requirements, career, and academic support)
(b) Diversity and multi-cultural student initiatives
(c) Student health initiatives including counseling, alcohol and drug education and on- campus medical services (including student health insurance)
(d) Structure and organization for addressing student conduct concerns
(e) Student life initiatives
(f) Structure and organization for addressing the university's relationship with greek fraternities and sororities and their national organizations
(g) Structure and organization for addressing campus safety and student life risk management issues
(O) Foundation board.
The chair of the board of trustees or a member of the board of trustees appointed by the chair, and a second trustee appointed by the board of trustees shall serve as appointed directors to the Miami university foundation board of directors.
Amendments to the articles of the foundation code of regulations which provide for the selection of directors and defining members require approval and consent of the board of trustees given by the affirmative vote of two-thirds of all voting trustees.
(P) Minutes
Minutes of each meeting of the board shall be distributed to the members of the board within thirty days after the meeting. All minutes shall be signed by the secretary to the board.
(Q) Reimbursement for expenses
All trustees shall be entitled to reimbursement for travel expenses incurred in attending meetings of a committee or of the board, and reimbursement of expenses incurred in attending meetings as a representative of the board, in accordance with law.