(A) Members of the board of trustees
Shawnee state university is governed by its board of trustees
and the members of the board are appointed by the governor, in accordance with
section 3362.01 of the Revised Code. In
accordance with Ohio law, student trustees do not have voting authority,
although their opinions and advice during deliberations are
encouraged.
(B) Officers of
the board of trustees and their duties
(1) At
its last regular meeting of each fiscal year, the board shall elect a
chairperson and vice chairperson for the next fiscal year. The terms of those
elected will commence at the start of next fiscal year. At the board's
discretion, the board may elect a chair and/or vice chair to serve a term of
one fiscal year or two fiscal years. Regardless of the length of appointment, a
chair's or vice chair's term will extend beyond the designated expiration date
in instances where a successor has not yet been elected. However, under no
circumstances may a chair's or vice chair's term extend beyond the individual's
term as trustee.
(2) The
chairperson shall preside at all meetings of the board and shall decide all
questions of order. It shall be the chairperson's duty to see that the board's
bylaws are properly followed and its orders properly executed. The chairperson
shall, on behalf of and in the name of the university and the board, sign all
instruments authorized by the board, except as such duties may be delegated to
administrative officers.
(3) In the
absence of the chairperson, the vice chairperson shall be invested with the
powers and discharge the duties of the chairperson. In the absence of the
chairperson and the vice chairperson, the duties of chairperson will be
discharged by the trustee in the following order: chairperson of the finance
and administration committee; chairperson of the academic and student affairs
committee; vice chairperson of the finance and administration committee; and
vice chairperson of the academic and student affairs
committee.
(C)
President's role at board of trustee meetings
The president is expected to attend all board and committee
meetings, including executive sessions, unless
directed otherwise by the board. At such meetings, the president will, in an
advisory role, have a voice in board deliberations and have the authority to
initiate any subject.
(D)
Secretary of the board
(1) The board may
appoint a secretary of the board. The secretary may, if not a member of the
board, hold an administrative position with the university. The secretary shall
be responsible for ensuring that meeting notices are provided in accordance
with Ohio law. The secretary shall also be custodian of all board records and
shall attest as required, by his or her signature, all instruments executed by
the chairperson or other authorized person on behalf and in the name of the
university and the board.
(2) The
secretary shall be responsible for preparing accurate minutes of all board
meetings and of committee meetings as needed.
(3) The secretary may, if called upon by the
board chairperson, serve as board parliamentarian.
(4)
The board may
also appoint an assistant secretary, who may be a member of the board or hold
an administrative position with the university. The assistant secretary shall
be responsible for preparing accurate minutes of board meetings and committee
meetings, as needed, when the secretary is not in attendance at such meetings.
The assistant secretary may also perform other duties set forth in paragraphs
(D)(1) to D(3) of this rule when the secretary is on an extended absence from
his or her employment.
(4)(5) The secretary
and assistant secretary
serves
serve
at the pleasure of the board.
(E) Treasurer of the board
The board may appoint a treasurer of the board to take custody
and control of all monies due and owing to the university and to properly
account for all monies coming into his or her care and the expenditures of said
monies on behalf of the university. The treasurer may, if not a member of the
board, hold an administrative position with the university. The treasurer's
appointment is continuing but may be terminated at any time, with or without
cause, by the board. The treasurer will be bonded or insured for faithful
performance of his or her duties in conformance with section
3362.02 of the Revised
Code.
(F) Board of trustees
committees
(1) Standing committees of the
board consisting of no fewer than three members each shall be appointed yearly
by the chairperson of the board. The chairperson shall also appoint new members
to committees any time a vacancy occurs. Committee chairpersons and vice
chairpersons shall be appointed by the chairperson of the board. Matters
considered and recommended by any standing committee for board approval,
including any board or university policy, shall be brought to the board in the
form of a resolution.
(2) A
majority of a committee's voting members constitutes a quorum. In the event a
majority of the voting members are not present in person or through electronic
communication (see rule 3362-1-06 of the
Administrative Code
paragraph (J) of this
rule) to take committee action, a quorum may be established with at least
one voting member of the committee plus any two additional voting members of
the board. The board chairperson, when present at the committee meeting, has
authority to make such temporary appointment(s). If the chairperson is not
present, the priority for making temporary appointment(s) shall be as follows
when such individual is present: board vice chairperson, chair of the
committee, vice chair of the committee, chair of another standing committee.
The authority to make temporary appointments under this
paragraph applies regardless of whether the individual authorized to make the
appointment is present in person or through electronic
communication.
(3) The
academic and student affairs committee shall consider and make recommendations
to the board on matters pertaining to academic and student affairs programs and
resources. Specific matters that may be presented to the academic and student
affairs committee include, but are not limited to, the following: proposed and
existing degree programs; awarding of degrees; commencement and other major
university events; research and community development; faculty and staff
matters including faculty promotions, organizational structures for academics
and student affairs; and other matters as assigned to the committee by the
board or chairperson of the board.
(4) The finance and administration committee
shall consider and make recommendations to the board on matters pertaining to
financial, business, facilities and administration of the university. Specific
matters that may be presented to the finance and administration committee
include, but are not limited to, the following: university capital and
operating budgets; submission of appropriation and capital requests; tuition
and student fees; annual audits; business organization and practices; borrowing
and investment of funds; facilities and grounds, including naming, planning,
construction, and maintenance; real property matters; purchasing policies;
organization and staffing of finance and administration; personnel policies and
matters; safety and security; information technology; auxiliary operations and
services; and other matters as assigned to the committee by the board or
chairperson of the board.
(5) The
executive committee shall be comprised of the board chairperson (serving as
chairperson), board vice chairperson, immediate past board chairperson, and the
chairpersons of the committees on academic and student affairs, and finance and
administration. In the event either or both the chairperson and vice
chairperson of the board also chairs a committee, the board chairperson may
appoint an additional board member(s) to the executive committee. In the event
that the past board chairperson is no longer a member of the board, the board
chairperson shall appoint a sitting board member to fill what would have been
the past chairperson's position. The executive committee shall consider and
make recommendations to the board on the following matters: proposed university
policies on matters not assigned to another committee; bargaining unit
agreements; and personnel actions that pertain to any of the vice
presidents, senior executives, or other personnel
requested by the president or chairperson of the board. The executive committee
shall also have responsibility for: orienting and mentoring new board members;
evaluating the performance of the president and make a recommendation to the
board on the president's compensation and benefits package. The executive
committee shall also act/recommend on behalf of the board on issues needing
immediate attention and report such actions to the board. To act on behalf of
the board, a quorum of the executive committee (three members), which may
include temporary appointments pursuant to paragraph (F)(2) of this rule, must
be present in person or by electronic communication. Executive committee
actions taken on behalf of the board shall be reported to the board and made a
part of the official record by including such action in the record of the next
regularly scheduled board meeting. Any meeting of the Executive committee at
which binding action is taken shall adhere to all applicable provisions of
section 121.22 of the Revised Code, the
open meetings law and section
3345.82 of the Revised Code,
electronic attendance of board of trustees' meetings.
(6) The chairperson of the board shall be a
voting member of the board, the executive committee, and one other standing
committee and an ex-officio (non-voting) member of all other
committees.
(7) The president will
appoint at least one vice president, senior
executive, or other appropriate administrative personnel to staff the
academic and student affairs committee and the finance and administration
committee.
(8)
As used in paragraph (F) of this rule, senior
executive, shall mean the chief financial officer, chief operating officer,
chief of staff, chief enrollment officer, chief advancement officer, and any
other vice president or chief-level positions created in the
future.
(G) Meetings
of the board of trustees
(1) The board of
trustees shall comply with all provisions of the Ohio open meetings law set
forth in section 121.22 of the Revised Code
and rule 3362-1-06 of the Administrative
Code. The secretary shall be responsible for ensuring that all
required notifications are issued. Any person desiring specific notification of
board meetings may request copies of board agendas upon providing a
self-addressed stamped envelope to the secretary, or by providing an email
address to which agendas may be sent electronically.
(2) Meetings
(a) The annual organizational meeting of the
board is its last regularly scheduled meeting of the fiscal year. Other regular
meetings will be scheduled and posted for public notice at least five days in
advance.
(b) Special meetings may
be held upon the call of the chairperson or upon written request to the
secretary by three or more board members. The secretary
or his/her designee shall provide notice of special meetings, including the
time, location, and purpose of the special meeting, not less than twenty-four
hours in advance to all media outlets that have requested such notification,
except in the case of an emergency that requires immediate official action.
When a special meeting is a rescheduled regular meeting, the meeting's purpose
may be for general purposes.
(c)
Emergency
meetings. When a situation requires immediate board action and twenty-four
hours' advance notice is not possible or practicable, the secretary or his/her
designee shall immediately notify all media outlets that have specifically
requested such notice of the time, place and purpose of the emergency
meeting.
(c)(d) A majority of the
then-current membership of the board, when duly convened, shall constitute a
quorum to do business, and a majority vote of those present in person or by
electronic communication shall be sufficient to adopt any motion or resolution,
provided that the vote of no fewer than five members shall be necessary to make
or confirm the making of any contract involving the expenditure of money not
provided for in the annual budget; to adopt and revise the annual budget; and
to amend or repeal previously adopted policies or bylaws of the
board.
(d)(e) A roll call vote
shall be taken whenever any member is present through electronic communication.
When all members in attendance are present in person, a roll call vote shall be
taken whenever directed by the chairperson or requested by two members of the
board and shall be necessary when electing or removing a president.
(3) Order of business
(a) The usual order of business at board
meetings shall be as follows:
(i) Call to
order
(ii) Roll call
(iii) Approval of minutes
(iv) Approval of agenda
(v) Consent agenda
(vi) Committee reports
(vii) Non-consent action items
(viii) Reports, if any, from board liaisons
with other organizations
(ix)
President's report
(x) New
business
(xi) Comments from
constituent groups (if any) and the public
(xii) Executive session, if
necessary
(xiii) Other
business
(xiv)
Adjournment
(b) Business
to be considered.
The president is responsible for development of the agenda for
the chairperson's final approval. Any proposed action or business item by a
board member should be presented to other board members and the president at
least five days prior to the board meeting.
(c) Consent agenda
Items requiring a decision that are expected to require no
discussion or debate by the board may be presented as a consent agenda as part
of the agenda described in paragraph (G)(3)(b) of this rule. Items may be
removed from the consent agenda on the request of any board member and without
a motion or vote. Removed items may be taken up by the board either immediately
after the consent agenda or placed later on the agenda at the discretion of the
chairperson. Items not removed may be adopted by general consent and in
accordance with paragraphs (G)(2)(d) to (G)(2)(e) of this rule. Consent agenda
items may include items recommended to the board by any of the standing
committees of the board, except for any items that involve the expenditure of
money not provided for in the annual budget, or adoption or revision of the
annual budget.
(4)
Public and constituent participation
It is the policy of the board to require persons who wish to
address the board in the comment portion of the board meeting to limit their
remarks to no more than five minutes and to speak at the appropriate time
during the agenda. The chairperson may institute a sign-in process for persons
who wish to speak and also limit the number of speakers commenting on any one
subject. The board may or may not respond to speakers'
comments.
(5) Parliamentary
rules
The proceedings of the board, when not otherwise provided for
by its rules, shall be governed by the most current edition of "Robert's Rules
of Order." Any motion shall be reduced to writing upon the request of a
member.
(6) Recording
meetings
Members of the public and the news media may record public
sessions of board and committee meetings. Use of recording devices may not
interfere with the meeting or other attendees' view or hearing of the
proceedings. Any recording devices must be fixed to one location in the room
throughout the meeting. No flashes or other light enhancing devices may be
used. The location of recording devices will be determined by the chairperson
prior to the meeting. Where multiple parties desire to record the meeting, the
chairperson may limit the number of recording devices in the meeting to no more
than two.
(H) The
president of the university
(1) Serving at
the pleasure of the board of trustees, the president is the chief executive
officer of the university.
(2) The
president is responsible for recommending policies to the board and for
implementing those policies approved by the board. The president must provide
leadership in establishing a vision and goals to guide the university in
fulfilling its mission. While the board has the ultimate responsibility for the
governance of the institution to ensure its proper maintenance and successful
and continuous operation, it is the president's responsibility to execute board
policies and administer the university to fulfill its mission. Specific
responsibilities of the president include, but are not limited to, the
following:
(a) Administer board policies to
achieve the institutional mission.
(b) Direct strategic and short-range
planning.
(c) Develop, maintain and
evaluate academic programs in furtherance of the university's
mission.
(d) Develop and maintain
an administrative organization and governance structure to facilitate both
input into policy development and effective utilization of the resources
required to achieve the university's goals and mission.
(e) Develop and maintain a system that will
receive, screen and recommend for employment the most qualified personnel
required to carry out the mission of the university. In addition, this system
must address the
assign
assignment,
supervise
supervision, evaluate
evaluation
and promote
promotion of
all
personnel employed by the university.
(f) Plan and develop a process to secure and
maintain the resources necessary to achieve the university's mission at the
highest level of quality. This responsibility shall include the presentation of
these needs before the Ohio department of higher education, the governor's
office, and the legislature.
(g)
Prepare and present for board of trustees approval the annual operating and
capital budgets; in addition, make budgetary allocations and supervise the
expenditure of all funds.
(h)
Present for board of trustees approval matters that are required by law or
university policy to be presented to the board.
(i) Develop and maintain facilities and
equipment required to support the mission of the university.
(j) Communicate to the board the current
condition and potential problems facing the university.
(k) Represent the university before external
public and private sector constituencies.
(3) The president will be evaluated by the
board according to rule
3362-1-03 of the Administrative
Code.
(I) Adoption,
amendment, and repeal of bylaws and of university policy and procedures
(1) The foregoing bylaws are intended to
provide a general framework for the administration, and operation of the
university. Detailed policies and procedures for the organization,
administration, and operation of the university may be adopted, amended, and
repealed by the board of trustees or president as specified in rule
3362-1-05 of the Administrative
Code.
(2) The adoption, repeal, or
amendment of bylaws requires the affirmative vote of five or more members at a
regular meeting of the board, providing that notice of the meeting specifies
that adoption, amendment, or repeal of the bylaws is to be
considered.
(J)
Participation by electronic communication
(1)
To the extent
permitted by Ohio law and in accordance with paragraphs (J)(2) to (J)(4) of
this rule, members of the board of trustees may participate in board meetings
or committee meetings by electronic communication when it is impossible or
difficult for them to be physically present at the meeting. Electronic
communication means 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.
(2)
A member's attendance at a board or committee meeting
by electronic communication is subject to the following limitations:
(a)
Each member of
the board shall be present in person at the place where the meeting is
conducted for not less than one-half of the board meetings
annually.
(b)
At least one-third of trustees attending each board
meeting shall be present in person at the place where the meeting is
conducted.
(c)
Any trustee who intends to attend a meeting by means of
electronic communication shall notify the board chairperson of that intent not
less than forty-eight hours before the meeting, except in case of a declared
emergency.
(3)
Except as provided in paragraphs (J)(2)(a) to (J)(2)(c)
of this rule:
(a)
There shall be no additional limits on the number of
trustees who may attend a meeting by means of electronic
communication;
(b)
There shall be no limit on the number of meetings that
the board may conduct by means of electronic communication;
(c)
There shall be no
further limits on the number of meetings in which any one trustee may attend by
electronic communication; and
(d)
No additional
limits or obligations shall be placed on any trustee because they attend a
meeting by means of electronic communication.
(4)
Provided that the
requirements of paragraphs (J)(2)(a) to (J)(2)(c) of this rule are satisfied, a
trustee who attends a meeting by means of electronic communication shall be
considered present at the meeting, shall be counted for quorum purposes, and
may vote at the meeting.
(5)
When one or more trustees attends a board or board
committee meeting by means of electronic communication, all votes taken at that
meeting will be by roll call vote.
(J)(K) Trustee emeritus
The board may grant emeritus status to a board member whose
term has ended, is about to end, or who departed from the board in good
standing and had, during the member's board term, made an exemplary
contribution to the board. Nominations may be made by any current board member
in writing to the chairperson of the board or to the president and should fully
describe the reasons for the nomination. A grant of trustee emeritus status
requires approval of a resolution by a majority of board members at a meeting
in which a quorum is present in person or by electronic communication. A
trustee emeritus is an honorary title, without compensation, and, unless
compelling circumstances arise that affect the integrity of the institution,
the title is a life time honor. A majority of two-thirds of the board is
necessary to remove an emeritus status.
Replaces: 3362-1-06
