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

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

• Effective: May 3, 2021
• Promulgated Under: 111.15

(A) Officers.

The officers of the board shall be a chairperson and a vice chairperson, 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 chairperson.

During the absence or incapacitation of the chairperson, the vice chairperson shall be invested with the powers and discharge the duties of the 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 secretary shall 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.

Last updated May 3, 2021 at 10:49 AM

Supplemental Information

Authorized By: 3359.01
Amplifies: 3359.01
Prior Effective Dates: 11/4/1977

Rule 3359-1-04.1 | Open meetings.

• Effective: August 24, 2015
• Promulgated Under: 111.15

(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 or assistant 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 or assistant 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 or assistant 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 or assistant 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 or assistant 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 or assistant 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 or assistant 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 or assistant 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.

Supplemental Information

Authorized By: 3359
Amplifies: 3359
Prior Effective Dates: 12/26/2013

Rule 3359-1-05 | President of the university.

• Effective: December 15, 2018
• Promulgated Under: 111.15

(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) 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 offer university constituency groups the opportunity to provide input concerning the proposed criteria, process and scheduling for the search process. The representative constituency and advisory groups may include, but are not limited to a representative from: the council of deans; department chairs; faculty senate; senior administration; contract professional advisory committee (CPAC); staff employee advisory committee (SEAC); university council; the Akron chapter of the American association of university professors (Akron AAUP); students, and community leaders.

(b) The board will consider the recommendations from all constituency groups, but retains the final authority to determine the criteria, process and schedule for the search.

(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; and

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

(3) The presidential search committee shall consist of:

(a) The entire board of trustees, including student trustees and advisory trustees, convened as a committee of the whole; and

(b) The elected leader (i.e. president or chair) of the following constituency groups:

(i) University council;

(ii) Faculty senate;

(iii) CPAC;

(iv) SEAC;

(v) Undergraduate student government; and

(vi) Akron AAUP.

(c) Members of the search committee who are not members of the board of trustees shall be required to execute a confidentiality agreement as a condition of participating on the search committee.

(d) Members of the search committee shall participate in all discussions and meetings of the presidential search committee and shall have access to all presidential search materials.

(4) The search committee shall recommend by consensus those individual(s) to be considered for employment as president by the board of trustees.

(5) 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. The board has the final authority to select and employ the president. 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, or the president's designee, is authorized to recommend to the board of trustees for employment, including compensation therefor, or for removal, all full-time administrative officers, faculty, contract professionals, and unclassified staff members whose total annual earnings exceed seventy-five thousand dollars. . 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. Delegation of major areas of authority or responsibility shall be in writing and shall be reported to the board of trustees prior to implementation.

(F) The board delegates authority to the president or the president's designee(s) to employ, set compensation for and remove full-time administrative officers, faculty, contract professionals and unclassified staff members whose total annual earnings are less than seventy-five thousand dollars, and all part-time employees and classified staff. Any authority or responsibility of the president may be delegated by the president to any other full-time administrative officers, members of the faculty or contract professionals of the university, subject to any limitations set forth by action of the board of trustees. Delegation of major areas of authority or responsibility shall be in writing and shall be reported to the board of trustees prior to implementation.

(G) 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.

(H) 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.

(I) 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.

(J) 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.

(K) 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 presidents 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.

Supplemental Information

Authorized By: 3359
Amplifies: 3359
Prior Effective Dates: 11/4/1977, 7/20/1990