3335-1-02 Members, officers and committees of the board

3335-1-02 Members, officers and committees of the board.

Members of the board of trustees.
1. The board of trustees of the Ohio state university shall, as provided in section 3335.02 of the Revised Code, be comprised of seventeen trustees, including two student trustees, who shall be appointed by the governor, with advice and consent of the senate, with terms of office as articulated in the Ohio Revised Code.
2. Student trustees. Student trustees valuable input and perspectives that deepen the board’s understanding of the student experience at the university.
  1. Student trustees shall have no voting privileges on the board of trustees, shall not be considered in determining whether a quorum is present, shall not be entitled to attend executive sessions of the board, and shall not be eligible to be officers of the board, but may otherwise participate in all activities of the board, including membership on committees. Student trustees who are members of board committees shall have voting privileges on those committees.
3. Charter trustees. In order to take advantage of the diverse cultural, geographic, business, professional, public service and civic backgrounds, talents and experiences of friends and alumni of the Ohio state university who do not live in the state of Ohio, the position of charter trustee has been established, in accordance with the following guidelines:
  1. Charter trustees shall be non-Ohio residents and shall be chosen on the basis of the following attributes: Ohio state university alumna/alumnus or friend of the university; success in his or her chosen field or profession; state, national, or international prominence; ability to advocate for higher education; and willingness and ability to offer counsel.
  2. The board shall appoint no more than three charter trustees at any given time.
  3. Each charter trustee shall be appointed for one three-year term, commencing on May fourteenth and expiring on May thirteenth. The reappointment of a charter trustee is not automatic. Appointment and reappointment decisions will be made with consideration to the expertise needs of the overall board.
  4. Charter trustees shall have no voting privileges on the board of trustees, shall not be considered in determining whether a quorum is present, and shall not be eligible to be officers of the board, but will otherwise participate in all activities of the board, including membership on committees. Charter trustees who are members of board committees shall have voting privileges on those committees and shall be eligible to serve as committee chair or vice chair.
  5. Charter trustees shall be nominated by the governance and institutional accountability committee and shall be appointed, and may be removed before the conclusion of his or her term, by a vote of the board. Upon such appointment, the chair shall cause a letter of appointment to be delivered to the charter trustee, and a copy of the letter shall be delivered to the governor.
4. Ethics and conflicts of interest. All trustees shall follow the protections of the public set forth in Chapter 102. and sections 2921.42 and 2921.43 of the Revised Code. In addition, the board of trustees shall adopt and periodically review a policy on ethics and conflicts of interest to govern all members of the board of trustees, Wexner medical center board and their committees.
5. Statement of expectations. The board of trustees shall adopt and periodically review a board statement of expectations, which shall address such topics as comportment among board members, with the university president and other internal constituents, and with external constituents.
6. Indemnification. Trustees, charter trustees, and non-trustee committee members shall be entitled to legal defense and indemnification against any claims or liabilities which might arise from the performance of their duties on behalf of the Ohio state university to the fullest extent permitted by Ohio law.
7. Reimbursement of expenses. All trustees, charter trustees, and non-trustee committee members shall be entitled to reimbursement for reasonable expenses incurred in attending meetings of a committee or of the board of trustees, or other meetings as a representative of the board, in accordance with university policy and Ohio law.
Officers.
1. Number. The officers of the board shall be a chair, one or more vice chairs, and a secretary. No officer of the board shall, at the same time, hold more than one board office. The board may elect such other officers as the board may deem necessary with such authority and responsibility as delegated to them by the board.
2. Chair. The chair shall preside at all meetings of the board. Unless otherwise directed by the board, the chair shall have the authority to appoint members of and to fill vacancies on all standing and ad hoc committees and shall serve as an ex-officio member of all standing and ad hoc committees. Subject to these bylaws, the chair shall work with the secretary of the board of trustees to fix the date and time of all regular, special, and emergency meetings, shall sign the journal of all proceedings of the board, and perform such other duties as may pertain to this office.
3. Vice chair. At the request of or in the absence or incapacity of the chair, the vice chair shall perform all the duties of the chair and, while so acting, shall have all the powers and authority of, and be subject to all the restrictions upon, the chair. In the event that there are multiple vice chairs, these powers and duties shall devolve upon the senior vice chair, based on length of service on the board, unless otherwise indicated by the board. In addition, the vice chair shall perform such other duties as may be assigned to him or her by the board or by the chair.
4. Secretary. The board of trustees appoints the secretary of the board, establishes the qualifications for filling this role and conducts the annual performance evaluation for this position. The secretary reports functionally to the board and administratively to the university president. The responsibilities of the secretary, which are defined by the board as part of their oversight role, include:
  1. Serving as the key internal university liaison for the chair and the board;
  2. Communicating and interacting directly with the chair and the board to advance the strategic work of the board;
  3. Serving as the custodian of and being ultimately responsible for the preservation of all official records of the board;
  4. Serving as the custodian of the university seal and causing its imprint to be placed whenever and wherever appropriate;
  5. Overseeing the maintenance of the minutes of all meetings of the board and of committees of the board;
  6. Overseeing the operations of the office of the board of trustees; and
  7. Performing all other duties customary to the office or assigned by the chair or the board.
  8. In the absence of the secretary, the associate secretary shall perform the duties of the secretary of the board and all official actions taken by the associate secretary shall be deemed authorized and approved by the board of trustees.
5. Election, term of office, and qualifications.
  1. The chair and vice chair(s) of the board shall be elected annually by the board and shall take office at the adjournment of the final meeting of the fiscal year ending June thirtieth. They shall hold their office through the following final fiscal year meeting of the board of trustees or until their successors are elected and qualified, so long as they shall continue to be eligible to serve as officers.
  2. The chair and the vice chair(s) must be members of the board of trustees. The qualifications of all other officers shall be determined by the board.
  3. The chair shall be elected to a one-year term and may serve up to three consecutive terms as chair. Before the end of each term, the governance and institutional accountability committee shall conduct a review of the chair, and after consultation with the members of the board, shall recommend to the board whether the chair should be reelected for an additional term.
  4. The vote of a majority of all trustees then in office shall be necessary to elect or remove an officer of the board.
Committees of the board.
1. Standing committees of the board, the members of which shall be appointed annually by the chair, shall be constituted and shall consider and make recommendations for action by the board on the various matters enumerated as follows:
  1. Academic excellence committee. The purpose of the academic excellence committee is to advance Ohio state's academic mission through oversight of academic quality, teaching and learning, student success and well-being, faculty excellence, research, innovation, academic policy and diversity of thought.
    The committee shall consider and make recommendations to the board regarding matters including, but not limited to: teaching and learning; student success, support and well-being, including the academic success, support and well-being of student-athletes; faculty matters; educational policy; academic structure and organization; curricular matters; the welfare, safety and housing of students; collective bargaining; university faculty and student rules; conferring of degrees, certificates, awards, and other honors; the university system of Ohio; regional campuses; the Ohio agricultural research and development center; agricultural technical institute; policies, programs and activities related to research, innovation and creative inquiry; commercialization of university research; and any other matter assigned to the committee by the board or the chair of the board.
    
    In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee, up to two members of the university faculty, and up to two additional non-trustee committee members, with majority membership by trustees at all times.
  2. Finance, audit and investment committee. The purpose of the finance, audit and investment committee is to provide accountability and guidance to ensure Ohio state's enduring fiscal and operational strength through oversight of the university's financial strategy, budgeting, financing and debt management, investments, accounting and auditing, financial reporting, internal controls, capital investment, and the financial sustainability, strategic direction and governance of the university's intercollegiate athletics enterprise while promoting responsible stewardship of university resources.
    The committee shall consider and make recommendations to the board regarding matters including, but not limited to: long-range financial planning; borrowing and investment policies and strategies; investment benchmarks and asset allocation; capital and operating budgets and policies; capital expenditure budgets and investment; financing related to real property transactions; financial reporting practices; issuance of debt; tuition and fees; endowment assets; the athletics enterprise and business advancement, except for matters pertaining to the academic success, support and well-being of student-athletes in accordance with paragraph (C)(1)(a) of rule 3335-1-02 of the Administrative Code; internal financial control systems and reporting; auditing of the university and related entity operations; internal audit policies, plans, and reports; selection of, and receiving reports from, independent auditors (in conjunction with the auditor of state); cybersecurity and information technology infrastructure and services; purchasing policies; insurance and self-insurance board appointments; efficiency and cost-savings efforts; and any other matter assigned to the committee by the board or the chair of the board.
    In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional non-trustee committee members, with majority membership by trustees at all times.
  3. Governance and institutional accountability committee. The purpose of the governance and institutional accountability committee is to ensure effective and accountable governance through oversight of board governance, trustee nominations and appointments, board policies and procedures, legal affairs, ethics and compliance, enterprise risk and institutional accountability while safeguarding the university's integrity and advancing its long-term interests.
    The committee shall consider and make recommendations to the board relating to matters including, but not limited to: the organization and operations of the board and board office; the roles, responsibilities and comportment of trustees; matters related to the trustees, non-trustee committee members and charter trustee selection process; trustee orientation; reviews of the officers of the board; reports regarding significant legal, legislative, and regulatory matters impacting university compliance and risk management; potential and active litigation; oversight and monitoring of compliance programs and activities; university and Wexner medical center enterprise risk management programs and business continuity planning; policy governing affiliated entities; and any other matter assigned to the committee by the board or the chair of the board.
    
    The committee shall consist of the chairs of each board committee and the vice chairs of the board. However, if the chair of a board committee is not a trustee, the highest-ranking trustee member of that committee shall be appointed to serve on the governance and institutional accountability committee instead. The chair or co-chairs of the governance and institutional accountability committee shall be selected from among the chair of the board and vice chairs of the board. In addition to the trustees appointed to the committee, the committee may also consist of up to three additional non-trustee committee members, with majority membership by trustees at all times. The chair of the board may also appoint to this committee up to one current voting member of the board who formerly served as a board officer.
  4. Master planning and facilities committee. The purpose of the master planning and facilities committee is to ensure Ohio state's physical environment supports its mission through oversight of campus planning, capital investments, facilities, infrastructure and long-term campus development.
    The committee shall consider and make recommendations to the board relating to matters including, but not limited to: the review and recommendation for approval of the planning, design, and construction activity of the university, including the Wexner medical center; university master planning; development and maintenance of facilities; real property matters; security and infrastructure updates; and any other matter assigned to the committee by the board or the chair of the board. The committee will serve as stewards of the campus master plans and district plans.
    
    In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional non-trustee committee members, with majority membership by trustees at all time.
  5. Talent and compensation committee. The purpose of the talent and compensation committee is to strengthen the university through oversight of executive talent, leadership succession, compensation, organizational effectiveness and institutional culture.
    The committee shall consider and make recommendations to the board relating to matters including, but not limited to: the roles and responsibilities of senior leadership positions; position specifications and necessary qualifications; compensation strategy and comparative data for university faculty and staff; transition plans; organization culture; staff matters; reviews of the president and senior leadership of the university; managed health care systems; and any other matter assigned to the committee by the board or the chair of the board.
    
    In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional non-trustee committee members, with majority membership by trustees at all times.
  6. Engagement and external relations committee. The purpose of the engagement and external relations committee is to strengthen Ohio state's reputation, influence and long-term strategic position through oversight of government relations, state engagement, strategic partnerships, communications, marketing, philanthropy, alumni engagement and stewardship of the university's external relationships.
    The committee shall consider and make recommendations to the board relating to matters including, but not limited to: advancement and alumni relations operations and objectives; communications, marketing and public relations operations and objectives; the university's relationship and engagement with government officials and entities; reports regarding significant legislative and regulatory matters the development, support and oversight of strategic partnerships with external persons and entities, except for those overseen by the Wexner medical center board in accordance with paragraph (D)(2) of rule 3335-93-02 of the Administrative Code; the university's land-grant mission and extension programs; and outreach and engagement activities of students, faculty and staff; the naming of buildings and spaces at the university and Wexner Medical Center; and any other matter assigned to the committee by the board or the chair of the board.
    In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional non-trustee committee members, with majority membership by trustees at all times.
  7. Wexner medical center board. The university board of trustees retains ultimate sovereign power and authority over, and fiduciary responsibility for, all aspects of the mission and operations of the university, including its Wexner medical center. The university board of trustees nonetheless recognizes the important oversight role of its Wexner medical center board. The Wexner medical center board shall consider and make recommendations to the university board of trustees regarding matters set forth in the Wexner medical center board bylaws. The Wexner medical center board shall keep the university board of trustees and its committees apprised of, and make recommendations regarding, Wexner medical center matters. The university board of trustees and its committees shall consult and seek the input of the Wexner medical center board on the relevant strategic and operational matters that come before the university board of trustees. Trustees who are members of the Wexner medical center board shall represent the interests of both boards during their service.
    
    Trustees, public members and ex-officio voting members of the Wexner medical center board shall be appointed by the chair of the university board of trustees in compliance with the procedure set forth in the Wexner medical center board bylaws.
2. The chair and vice chair of each committee of the board shall be trustees or charter trustees.
3. The chair of the university board of trustees shall appoint the chair, vice chair, and other trustee and non-trustee members of each committee. The board or the chair of the board may designate guidelines regarding non-trustee members of committees. Student trustee, charter trustee, and non-trustee committee members shall be voting members of the committees on which they serve.
4. In addition to the committees enumerated in this bylaw, the board or the chair of the board may establish ad hoc committees and appoint the members thereof.
5. Committees of the board of trustees have no Independent decision-making authority, except for specific exceptions outlined in the Ohio state university Wexner medical center board bylaws. Any matter or resolution recommended by a committee of the board shall be presented to the board for its consideration.
6. Except as provided in paragraph (B)(1) of rule 3335-93-01 of the Administrative Code, no trustee shall, during his or her term in office, serve as a director or officer or in any other capacity of any university affiliated entity or as a director, officer, or member or in any other capacity of any other university or related advisory or governance board, committee, or similar body, unless such service is approved by the chair of the board of trustees.

(Board approval dates: 12/2/1994, 10/1/1999, 10/4/2002, 7/11/2008, 11/7/2008, 4/3/2009, 8/30/2013, 8/28/2015, 5/31/2019, 8/30/2019, 11/21/2019, 8/27/2020, 2/25/2021, 8/19/2021, 8/18/2022, 11/17/2022, 8/22/2024, 8/20/2025, 3/5/2026, 9/3/2026)