Ohio Admin. Code 3341-1-01 - Bylaws of the board of trustees
Preamble
The board of trustees shall conduct all university affairs in accordance with its responsibilities and powers under the constitution and laws of the state of Ohio. These following bylaws are intended to provide the general framework for the functioning of the board of trustees as the governing body legally responsible for the organization, administration, and operation of Bowling Green state university. Detailed rules and regulations for the organization, administration and operation of the university may be promulgated, amended, and repealed by the board of trustees on its own initiative or upon the recommendation of the university administration, the faculty, or the faculty senate, or any member of the university community or university constituency group who has the best interests of the university in mind, but in all cases the board of trustees does retain the final authority and responsibility.
(A) Members of the
board of trustees
(1) Section 1. Number of
members; appointments.
(a) The board of
trustees of Bowling Green state university shall, as provided by division (A)
of section 3341.02 of the Revised Code,
consist of nine voting members and two students who shall be non-voting
members, all of whom shall be appointed by the governor with the advice and
consent of the senate. The term of office of the nine voting members shall be
nine years as set forth in division (A) of section
3341.02 of the Revised Code. The
term of office of the non-voting student members shall be two years, with the
seats being vacated on alternating years.
(b) As specified in division (F) of section
3341.02 of the Revised Code, a
member shall continue in office subsequent to the expiration date of that
member's term until a successor is appointed or until a period of sixty days
has elapsed, whichever occurs first.
(c) The student members of the board shall be
appointed by the governor, with the advice and consent of the senate, from a
group of five candidates selected pursuant to a procedure adopted by the
university's student governments and approved by the Bowling Green state
university board of trustees.
(d)
The non-voting student members shall not be entitled to attend executive
sessions of the board.
(2) Section 2. National trustees
(a) To take advantage of the talents,
resources, and experiences of Bowling Green state university graduates and
friends who do not live in the state of Ohio, the Bowling Green state
university board of trustees establishes the position of national
trustee.
(b) National trustees will
be non-compensated advisors to the board of trustees, and will have no voting
privileges at board of trustees meetings. National trustees are not eligible to
become officers of the board, but will otherwise participate in all board
activities, including committee membership. National trustees will have voting
privileges on committees and may serve as committee chairs.
(c) National trustees will be selected and
removed by the Bowling Green state university board of trustees, and the board
chair will prepare a formal letter of appointment with notification to the
governor of Ohio.
(d) Travel
expenses for national trustees will be reimbursed consistent with the policy
for voting members of the board of trustees.
(e) A maximum of four national trustee
positions are authorized, each serving a three-year term. National trustees are
eligible for appointment to two consecutive terms (six years). To provide for
consistency in national trustee appointment cycles and alignment with the terms
of governor- appointed trustees, the board may extend the terms of any national
trustee to the final regular spring meeting (April or May) of the academic year
in which their term would have expired.
(f) National trustees will be chosen on the
basis of the following attributes: Bowling Green state university graduate or
friend; successful in chosen field or business; state or national prominence;
ability to be an advocate for higher education; and willingness and ability to
offer counsel.
(B) Meeting of the board of trustees
(1) Section 1. Regular meetings. There shall
be four to ten regular meetings held annually during the months of September
through June. By a majority vote, the board members may change the date of or
eliminate meetings.
(2) Section 2.
Regular meetings - procedure for cancellation.
(a) Following review of items to be
considered by the board of trustees, the president's cabinet (president, vice
presidents, board secretary and others designated by the president) will
consider possible cancellation or postponement of a regular meeting and notify
the board chair if the recommendation is to cancel or postpone the meeting of
the board.
(b) The chair of the
board will make the decision concerning whether the meeting is to be held as
scheduled, subject to appropriate review with all other voting board
members.
(c) Notice and poll on
proposed cancellation of a regular meeting is to be conducted by telephone call
(or electronic communication) to each voting board member by the board
secretary, as requested by the board chair.
(d) If a majority of the other voting members
agree with the recommendation of the board chair, written notice of
cancellation of a regular meeting is to be given by the board secretary to each
board member, constituent representatives, appropriate administrative staff,
and the media.
(3)
Section 3. Special meetings. Special meetings shall be held upon the call of
the chair, or shall be called by the chair upon written request of three voting
members of the board.
(4) Section
4. Emergency meetings: In the event of an emergency requiring immediate
official action, the chair may call an emergency meeting.
(5) Notice. time and place of meetings.
Public notice of all meetings shall be given in accordance with the
requirements of section
121.22 of the Revised Code. Any
person may obtain information regarding the time, date, and location of all
meetings by contracting the board secretary or by visiting
https://www.bgsu.edu/president/trustees/meeting-resources.html.
(a) Notice of regular meetings. Written
notice of regular meetings shall be mailed to each board member by the board
secretary or the office of the president of the university at least one week
prior to the date of the meeting.
(b) Notice of special meetings. Notice of
special meetings must be given to each board member, and to all media outlets
or other individuals who have requested notice, by the board secretary not less
than twenty-four hours in advance, stating the time, place and purpose of the
meeting.
(c) Notice of emergency
meetings. Notice of an emergency meeting must be given to all news media
outlets that have requested such notification.
(d) Time and place. Unless otherwise stated
in the notice of the meeting, all meetings of the board shall be held at the
university at such time as is designated in the notice.
(6) Section 6. Organization of meetings. The
chair of the board shall preside at each meeting. In the chair's absence, the
vice chair shall preside, or in the absence of both, a chair chosen by the
majority of the voting members of the board shall preside. The board secretary
(or any person appointed by the chair) shall perform the duties of the
secretary of the meeting and shall keep the minutes thereof.
(7) Section 7. Quorum, manner of action, and
electronic attendance.
(a) A majority of the
voting board members shall be present in person or via electronic communication
at any meeting in order to constitute a quorum for the transaction of business,
and a majority of the votes cast shall be sufficient for any action of the
board. Responsibilities and prerequisites for attendance via electronic
communication are described in paragraph (B)(7)(c) of this rule.
(b) A roll call vote shall be necessary only
when acting on motions involving the expenditure of university funds or for all
acts on motions during a meeting conducted by electronic
communication.
(c) Attendance by
electronic communication.
(i) Electronic
communication is defined as live, audio-enabled communication that permits the
trustees attending a meeting, the trustees present in person at the place where
the meeting is conducted, and all members of the public present in person at
the place where the meeting is conducted to simultaneously communicate with
each other during the meeting.
(ii)
Each board member must be present in person for at least one-half of the annual
regular meetings of the board.
(iii) If a board member intends to attend a
board meeting through electronic communication, the board member must notify
the chairperson of the board within forty-eight hours of intent to attend. If
the chairperson intends to attend electronically, they shall notify the
vice-chairperson.
(iv) During a
meeting conducted by electronic communication, at least one-third of the voting
board members attending the meeting must be present in-person. If the
chairperson determines within forty- eight hours of a scheduled meeting that
this criterion will not be met, they shall either work with board members
previously intending to attend by electronic means to attend in-person to meet
with one-third requirement or reschedule the meeting.
(8) Section 8. Conduct of
meetings. All meetings shall be conducted in accordance with the parliamentary
procedure outlined in Robert's Rules of Order, revised.
(9) Section 9. Business to be considered.
(a) Introduced by a board member. Any
proposed action to be introduced by a board member which shall substantially
affect the university's policies shall be submitted to the other board members
prior to the meeting at which the matter is to be considered.
(b) Recommendation by the president of the
university. Faculty tenure and promotion recommendations and all major
questions of university policy (including the annual budget) to be recommended
by the president of the university shall be submitted either completely or in
summary form to each member of the board prior to the meeting at which the
matter is to be considered.
(c)
Other matters. Any matter coming to the board other than from a board member or
the president of the university shall be submitted to the secretary to the
board at least three weeks prior to the meeting at which it is proposed for
consideration.
(10)
Section 10. Travel expenses. Division (E) of section
3341.02 of the Revised Code
provides that the members of the Bowling Green state university board of
trustees shall receive no compensation for their services but shall be paid
their reasonable and necessary expenses while engaged in the discharge of their
official duties. Reasonable and necessary expenses for purposes of division (E)
of section 3341.02 of the Revised Code
means reasonable and necessary transportation costs from the Ohio residence of
an individual trustee to and from Bowling Green state university, the Firelands
campus of Bowling Green state university or any other location where the board
of trustees may conduct an official meeting of the board. Reimbursement of all
other travel expenses shall be approved by a majority of the board of
trustees.
(C) Officers
of the board
(1) Section 1. Number. The
officers of the board shall be a president, a vice president, and a secretary.
The said president and vice president are referred to in the bylaws as "chair"
and "vice chair," respectively, and may be referred to by such latter
titles.
(2) Section 2.
Qualifications, election, and term of office.
(a) Qualifications. The chair and vice chair
shall be members of the board. The qualifications of the board secretary shall
be determined by the board.
(b)
Election. The officers of the board shall be elected annually at a meeting of
the board in late spring. They shall take office immediately following the
adjournment of the meeting at which they were elected and shall hold their
office until their successors are elected and take office.
(c) Term of office. The chair shall be
eligible for reelection for one successive term only.
(3) Section 3. Duties of officers
(a) Chair. When present, the chair shall
preside at all meetings of the board and, unless otherwise ordered by the
board, shall appoint members and designate the chairs of any committees. The
chair shall perform such other duties as usually pertain to the office, and any
duties as from time to time may be assigned by the board. Unless specifically
provided to the contrary by the board, the duties of the chair may be assigned
to another member of the board.
(b)
Vice chair. At the request of, or in the absence or disability of the chair,
the vice chair shall perform all the duties of the chair, and while so acting
shall have the powers and authority of and be subject to all the restrictions
of the chair. The vice chair shall assist the chair at the latter's
request.
(c) Board secretary. The
board secretary shall be responsible for issuing notice of the meetings of the
board, if not handled by the president of the university, recording the minutes
of all meetings of the board and distributing them to the members of the board
in advance of the next regularly scheduled board meeting, and for performing
such other duties as from time to time may be assigned by the board and/or the
chair except as otherwise herein provided by the bylaws.
(4) Section 4. Vacancy in office. In the
event of a vacancy in the office of the chair, the vice chair shall become
chair. In the event of a vacancy in any other office, the chair shall fill it
by appointment.
(D)
Committees
(7)(6) Section 7. The
joint development committee. The joint development committee shall consist of
no more than four voting members of the board of trustees and no more than five
members selected by and from the Bowling Green state university foundation. The
committee shall consider and make recommendations to the board on matters of
policy and strategy pertaining to the university-wide integration of fund
raising, alumni relations, communications, marketing and related efforts to
foster positive relationships with students, alumni, and other key audiences;
provide multiple opportunities for engagement; and generate involvement with
and support for the mission of the university. The committee shall advise
relevant university officers and monitor progress, performance, and the
integration of fundraising efforts, alumni relations, communications and
marketing strategies. Matters to be brought before the committee may include,
but shall not be limited to fundraising and development policies; capital or
comprehensive campaigns; acceptance of gifts; and other related matters
assigned to the committee by the board of trustees or the chair of the board of
trustees.
(9)(7) Other committees.
All other committees shall be ad hoc with the term of office of each member
terminating when the committee assignment is completed.
(10)(8)
The chair or the vice chair of the board shall serve as an ex officio member of
each committee of the board.
(1) Section 1. The
financialaffairs/facilities
finance and administration committee. The
financialaffairs/facilities
finance and administration committee shall consist of
at least three non-student members and one student member. The financial
affairs/facilities committee shall review all financial matters which are to be
considered by the board of trustees, except those specifically assigned to the
audit and risk management committee. In addition, this committee shall review
all proposed capital improvement projects, including major renovation and
maintenance projects, which are to be considered by the board of trustees.
In their first three or four years, new board members shall
generally be assigned to serve on both the financial
affairs/facilities
affairs
financialaffairs/facilities
(2) Section 2. The academic and
student affairs
success committee. The academic and student
affairs
success committee shall consist of at least three non-
student members and one student member. The academic and student
affairs
success committee shall review all policy and
programming matters requiring attention or action of the full board which are
integral to fulfilling the academic mission of the university and to assuring a
high quality of life for students. The committee shall
consider all matters relating to educational policy and the educational mission
and objectives of the university, including the development of new academic
programs and degrees, enrollment management, student and campus life, student
health and welfare, inclusion and belonging, accreditation, instruction,
research, and service. In addition, this committee shall review all
personnel policies and procedures that require the vote of the full board,
including tenure and promotion recommendations.
(3) Section 3. The audit and risk management
committee. The audit and risk management committee shall consist of at least
three non-student members. The committee will assist the board of trustees in
fulfilling its oversight responsibilities in audit and risk management,
including financial reporting, internal control, compliance and code of conduct
processes. Specific committee responsibilities will
be
are defined in
an
the audit
and risk management committee charter, which will
be approved by the board of trustees.
(4) Section 4. The compensation committee.
The compensation committee shall consist of four non-student members. The
committee shall provide oversight and counsel to the president regarding
compensation matters related to the senior leadership of the university.
Matters to be brought to the committee include, but are not limited to, roles
and responsibilities of senior leadership positions and position
specifications; compensation strategy and comparison data; and any other
compensation matter assigned by the board or the chair of the board.
(5) Section 5. The governance committee. The
governance committee shall consist of at least
four non-student members. The committee shall consider 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
include, but are not limited to, the board's structure and operation; general
governance policies and procedures; trustee orientation; workshops, retreats,
and trustee development; the statement of expectations regarding trustee
comportment within the board and with the president and internal and external
constituencies; board officer elections; board self-assessment; and any other
matter assigned to the committee by the board or the chair of the board.
(6) Section 6. The joint investment
committee. The joint investment committee shall consist of no more than four
voting members of the board of trustees and no more than five members selected
by and from the Bowling Green state university foundation. The committee is
charged with reviewing and making recommendations to both the university and
foundation boards and standing committees on matters pertaining to advancing
their respective investment strategies and plans. Broad areas of responsibility
for the committee include (a) investment policy and guidelines including asset
allocation; (b) fund manager selection and evaluation; (c) investment advisor
selection and evaluation; and (d) other related matters.
(8) Section 8. The diversity and
belonging committee. The diversity and belonging committee shall consist of at
least three non-student members and one student member. The committee shall
consider and make recommendations to the board on matters of strategy and
programming pertaining to issues of diversity, equity, and belonging, including
recruitment, retention, and success of a diverse student body, faculty, staff,
and administration; and the creation of a culture that breaks down barriers to
meaningful participation to ensure that individuals belong at BGSU and are
treated with dignity.
(E) Administration of the university
(1) Section 1. President of the university.
The executive officer of the university shall be the president, who shall
appoint the vice presidents, with the consent of the board, and such additional
officers as the president, may from time to time select. Each officer shall
have such duties and responsibilities as are assigned by the president and each
serves at the pleasure of the president. However, in the appointment of a new
vice president for academic affairs or the evaluation of an incumbent vice
president for academic affairs, the president shares responsibility with
elected faculty representatives.
(a) The
president. The president as the chief executive officer of the Bowling Green
state university shall be responsible for the entire administration of the
university, subject to the control of the board of trustees. The president
shall lead in fostering and promoting education, research, and public service
as the primary aims of the university. It shall be the president's duty to
enforce the bylaws, rules and regulations and directions of the board and, as a
member of the faculty, interpret to the board proposals and actions of the
faculty. It is the policy of the board that all information coming to trustees
which is pertinent to the management of the university shall be transmitted to
the president in a timely fashion. Any authority or responsibility of the
president may be delegated to another executive officer or to any other member
of the faculty or staff of the university. Delegation of major areas of
authority or responsibility shall be reported to the board.
(b) Selection and/or evaluation of president.
The selection and periodic evaluation of the president is the responsibility of
the board of trustees. The board may utilize representatives of the faculty,
administration, student body, and others as appropriate in conducting the
selection and/or evaluation.
(2) Section 2. Fiscal officer. The vice
president for finance and administration shall be deemed the fiscal officer for
all purposes except as may be otherwise specifically provided by the
board.
(F) Bylaws
(1) Section 1. Amendment and repeal. These
bylaws may be amended or repealed by a majority vote of the board at any
regular meeting of the board, the notice of which having specified that
amendment or repeal of the bylaws is to be considered.
(2) Board of trustees bylaws adopted by
action of the trustees on July 7, 1971; subsequent amendments adopted by the
Trustees on October 24, 1971; August 31, 1972; October 24, 1972; April 5, 1973;
January 9, 1975; November 10, 1977; April 19, 1979; August 9, 1979; June 26,
1981; March 11, 1983; May 9, 1986; June 26, 1987; November 20, 1987; December
20, 1991; April 2, 1993; April 26, 1996; September 9, 1997; February 23, 1998;
June 28, 1999; February 26, 2010; June 21, 2012; May 3, 2013, February 21,
2014, September 28, 2016, December 11, 2020; March 5, 2021; May 24, 2021;
December 10, 2021; March 4, 2022, September 23,2022.
; June 20, 2024
Equity impact statement: the policy has been assessed for adverse differential
impact on members of one or more protected groups.
Notes
Promulgated Under: 111.15
Statutory Authority: 3341
Rule Amplifies: 3341
Prior Effective Dates: 03/16/2015, 11/13/2017, 04/05/2021, 06/07/2021, 05/13/2022, 10/12/2022
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