3335-1-02 Officers and committees of the board.

(A)  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 shall be permitted to participate in all discussion and deliberations of the board, including attending executive sessions.

(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:

(a)  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.

(b)  There shall be no more than three positions of charter trustee.

(c)  Each charter trustee shall be appointed for a three-year term, commencing on May fourteenth and expiring on May thirteenth, and shall be eligible to serve a second consecutive three-year term.

(d)  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.

(e)  Charter trustees shall be nominated by the governance committee and shall be appointed, and may be removed, 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, 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 travel 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.

(B)  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 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. Under the direction of the president and with the approval of the board of trustees, the secretary of the board of trustees shall:

(a)  Be the custodian of and responsible for the preservation of all official records of the board;

(b)  Be the custodian of the university seal and cause its imprint to be placed whenever and wherever appropriate;

(c)  Keep the minutes of all meetings of the board and of committees of the board;

(d)  Perform all other duties customary to the office or assigned by the chair or the board.

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.

(a)  The officers of the board shall be elected annually by the board and shall take office at the adjournment of the April meeting of the board, or on April first if there is no April board meeting. They shall hold their office through the following April 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.

(b)  The chair and the vice chair must be members of the board of trustees. The qualifications of all other officers shall be determined by the board.

(c)  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 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.

(d)  The vote of a majority of all trustees then in office shall be necessary to elect or remove an officer of the board.

(C)  Committees of the board.

(1)  Standing committees of the board, the members of which shall be appointed annually by the chair, shall be constituted, shall consider and make recommendations for action by the board on the various matters as enumerated:

(a)  Academic affairs and student life committee. The academic affairs and student life committee shall consider and make recommendations to the board regarding matters pertaining to the teaching, research, and public service programs of the university and its faculty, staff, and students. Matters to be brought before the committee may include, but shall not be limited to: faculty and staff matters; educational policy; academic structure and organization; student welfare and housing; 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; the university’s extension mission and programs; athletics; and any other matter assigned to the committee by the board or the chair of the board.

In addition to trustees appointed to the committee, the committee shall also consist of at least one student trustee, one member of the university faculty, and up to two additional non-trustee members.

(b)  Finance committee. The finance committee shall consider and make recommendations to the board regarding matters pertaining to the financial, business, and administrative management of the university. Matters to be brought before the committee may include, but shall not be limited to: capital and operating budgets and policies; issuance of debt; tuition and fees; university master planning; development and maintenance of facilities; real property matters; security and safety of the campuses; purchasing policies; self-insurance trust; the research foundation; commercialization; managed health care systems; and any other matter assigned to the committee by the board or the chair of the board.

In addition to trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional non-trustee members.

All individual trustees shall be appointed to either the finance committee or academic affairs and student life committee in approximately even distribution.

(c)  Audit and compliance committee. The audit and compliance committee shall consider and make recommendations to the board regarding matters pertaining to auditing of university and related entity operations and oversight of compliance functions. Matters to be brought before the committee may include, but shall not be limited to: internal audit policies, plans, and reports; financial statements; internal financial control systems; oversight and monitoring of compliance programs and activities; enterprise risk management systems and business continuity planning; approval and monitoring of affiliated entities; selection of, and receiving reports from, independent auditors (in conjunction with the auditor of state); and any other matter assigned to the committee by the board or the chair of the board.

The committee shall consist of at least five trustees and up to three additional non-trustee members.

(d)  Advancement committee. The advancement 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 (known as advancement) 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 fund raising 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 campaigns; acceptance of gifts; relations with and activities of the university foundation, Wexner center foundation, and other related organizations; naming of university buildings and other spaces; and any other matter assigned to the committee by the board or the chair of the board.

The committee shall consist of at least five trustees, two members of the alumni association governing board, and two members of the university foundation board. The alumni association shall nominate its representatives for a one-year appointment, renewable for up to three years, and forward those nominations to the chair of the board. The university foundation board shall nominate its representatives for a one-year appointment renewable for up to three years, and forward those nominations to the chair of the board. Additional non-trustee members may be appointed to ensure expertise in the areas for concentration for this committee.

(e)  Governance committee. The governance 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 may include, but shall not be limited to: the board’s structure and operation; matters related to the trustee and charter trustee selection process; trustee orientation; review of the chair of the board; expectations regarding trustee comportment; organization of the board office; and any other matter assigned to the committee by the board or the chair of the board.

The committee shall consist of at least five trustees, including one of the student trustees.

(f)  Talent and compensation committee. The talent and compensation committee shall provide oversight and counsel to the president regarding matters related to the senior leadership of the university, as determined by the board and the president. Matters to be brought before the committee may include, but shall not be limited to: roles and responsibilities of senior leadership positions; position specifications and necessary qualifications; compensation strategy and comparative data; transition plans; and any other matter assigned to the committee by the board or the chair of the board.

The committee shall consist of at least three trustees.

(g)  Master planning and facilities committee. The master planning and facilities committee shall consider and make recommendations to the board regarding the university’s physical environment to ensure they enable and advance the university’s academic mission and strategic goals; review and recommend for approval the planning, design, and construction activity of the university, including the Wexner medical center; serve as stewards of the campus master plans and district plans; and any other matter assigned to the committee by the board or the chair of the board.

The committee shall consist of at least three trustees and no more than three non-trustee committee members, with majority membership by trustees at all time.

(2)  The chair and vice chair of each committee of the board shall be trustees or charter trustees.

(3)  The chair of the board 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-trustees 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. 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)