3335-93-01 The Ohio State University Wexner Medical Center Board.
(A) The Ohio state university Wexner medical center board (“University Wexner Medical Center Board”) shall be the governing body responsible to the Ohio state university board of trustees (“University Board of Trustees”) for operation, oversight, and coordination of the Ohio state university Wexner medical center consisting of the Ohio state university hospitals (Ohio state university hospital, Ohio state university hospital east, Ohio state Richard M. Ross heart hospital, Ohio state Harding hospital, Ohio state brain and spine hospital and Ohio state university rehabilitation services at Dodd hall) and the Ohio state James cancer hospital and Solove research institute ("The James") and other such clinical health care enterprises, including without limitation to ambulatory services and outpatient health care facilities, clinics, the faculty group practice, primary and specialty practices, university Wexner medical center signature programs, and clinical laboratories.
Although the Ohio state university board of trustees has the fiduciary and legal responsibility for the Wexner medical center, the Ohio State university board of trustees acknowledges the important contributions and role of the Wexner medical center board. The complexity and scope of the Wexner medical center makes the focused oversight of the Wexner medical center board particularly helpful to the Ohio state university board of trustees. To assure clarity of roles and maximize the benefit of this structure, the Wexner medical center board shall be responsible for providing input and recommendations regarding the development and strategic allocation of resources, planning and delivery of medical services, and such other powers and duties as detailed in rule 3335-93-02 of the Administrative Code, subject to the ultimate authority of the university board of trustees.
(B) The university Wexner medical center board shall be composed of up to twenty-two voting members:
- Up to six members of the university board of trustees, including one student trustee, appointed annually by the chair of the university board of trustees and ratified by the university board of trustees;
- Up to eleven public members appointed annually by the chair of the university board of trustees in consultation with the university president, the chair of the Wexner medical center board, the executive vice president and chief executive officer, and the chair of the university board of trustees' governance committee and ratified by the university board of trustees; and
- Five ex-officio voting members consisting of:
- The chair of the university board of trustees;
- The university president;
- The executive vice president and chief executive officer;
- The university senior vice president and chief financial officer; and
- The university executive vice president and provost.
(C) The selection criteria for public members shall ensure that the university Wexner medical center board membership will include persons with a broad array of skill sets, perspectives, backgrounds, including knowledge in health care delivery, sophisticated business expertise, prior board service, and/or persons who can assist the university Wexner medical center in its outreach to and relationships with the public, communities, and patients served, and governmental entities to ensure optimal operations and advancement of the university Wexner medical center’s strategic mission, vision, and goals. Membership shall be national in scope and the selection processes shall incorporate the diversity policies of the university.
(Board approval dates: 8/30/2013, 8/28/2015, 6/9/2017, 11/3/2017, 5/31/2019, 11/20/2019, 2/25/2021, 11/17/2022)
3335-93-02 Powers and duties.
The university board of trustees retains its ultimate sovereign power and authority over and fiduciary responsibility for all aspects of the mission and operations of the university Wexner medical center, health sciences colleges, and clinical health care enterprises.
Under the ultimate authority of the university board of trustees and consistent with Ohio law, the university board of trustees authorizes and designates the university Wexner medical center board to act as a governing body on behalf of the university for certain quality and patient care matters, for all of the hospitals and clinics of the university. In accordance with that responsibility, as authorized by the university board of trustees, the university Wexner medical center board will be responsible for the following:
(A) Assuring the quality of patient care throughout the university Wexner medical center, including the planning and delivery of patient services and formation of quality assessments, improvement mechanisms and monitoring the achievement of quality standards and patient safety goals;
(B) Oversight for the purposes of accreditation and licensure; and
(C) Approval of clinical privileging forms, medical and dental staff appointments, clinical privileges, medical staff operations, including the approval, adoption, and amendment of medical staff bylaws and rules and regulations, and the conducting of peer review and professional review actions for medical staff and credentialed providers within university board of trustees-defined and approved parameters.
Any action taken by the board pursuant to the powers and duties as defined in paragraphs (A) to (C) of this rule shall be taken only by the voting, non-public members and approved by majority vote thereof.
(D) In addition, in accordance with that authority and responsibility authorized by the university board of trustees, and consistent with Ohio law, the university Wexner medical center board shall serve in a consultative role and shall be responsible for, subject to the review and approval of the university board of trustees, the following:
(1) Making recommendations to the university board of trustees, university president, and executive vice president and chancellor for health affairs regarding the development and strategic allocations of resources of the university Wexner medical center, including operations, fiscal health, space and facilities management and utilization, personnel, safety and security, and technology;
(2) Oversight of extramural affiliations, partnerships, operating agreements, and strategic business opportunities as approved by the university board of trustees, with regard to the university Wexner medical center and its affiliated entities;
(3) Upon recommendation by the medical staff of university hospitals or the medical staff of the James, approval of medical staff bylaws amendments and recommendation thereof to the university board of trustees;
(4) Making recommendations for approval to the university board of trustees of the purpose and governance documents of any organization established as an auxiliary service organization to the university Wexner medical center;
(5) Monitoring and assisting the university Wexner medical center in its relationship with the public, affected communities, governmental entities, and public and private organizations;
(6) Monitoring the university Wexner medical center integrity and compliance programs as adopted by the university board of trustees; and
(7) Reviewing strategic plans, capital and operating budgets of the university Wexner medical center, and making recommendations for approval to the university board of trustees, university president, and executive vice president and executive vice president and chief executive officer for the Wexner medical center.
(8) Providing general advice and guidance to the university board of trustees, university president, and executive vice president and chief executive officer for the Wexner medical center regarding extramural affiliations, operating agreements and other strategic business opportunities of the university Wexner medical center; and
(9) Advising the university board of trustees, university president, and executive vice president and chief executive officer for the Wexner medical center regarding strategic aspects the university’s education and research programs in the health sciences colleges.
(Board approval dates: 8/30/2013, 11/8/2013, 8/28/2015, 5/31/2019, 11/17/2022)
3335-93-03 Relationship of the university Wexner medical center board to the health sciences academic programs.
The health sciences schools and colleges of the university carry out a significant portion of their educational and research activity in facilities of the university Wexner medical center. The university board of trustees shall have exclusive governing authority over the academic and research programs of the university Wexner medical center, including the college of medicine, the planning, administration, and operations of the health sciences schools and colleges and all other educational and research institutes, centers, and programs. The university Wexner medical center board shall lend its best efforts to assure that the programs of the health sciences colleges are effectively supported in collaboration with the university Wexner medical center’s patient care programs. The executive vice president and chief executive officer shall be charged with maintaining an effective liaison between the health sciences colleges and the university Wexner medical center board to assure excellence in both academic and patient care programs.
(Board approval dates: 8/30/2013, 8/28/2015, 5/31/2019, 11/17/2022)
3335-93-04 Scope of role, accountability and reporting.
(A) To ensure that the university board of trustees meets its governance obligations under all applicable laws and regulations, the university Wexner medical center board shall be accountable to the university board of trustees.
- The chair of the Wexner medical center board or his/her designee shall present a comprehensive report annually to the university board of trustees at its fall meeting on the state of the Wexner medical center, including an assessment of quality of care, overall operations and finance, compliance, and strategic plans, as well as opportunities for the future.
(Board approval dates: 8/30/2013, 11/08/2013, 11/20/2019, 11/17/2022)
3335-93-05 Meetings and notice.
(A) Board year. The board year, shall be from May fourteenth to May thirteenth of each year to coincide with the terms of membership of the university board of trustees as articulated in the Ohio Revised Code section 3335.02.
(B) Regular meetings. Regular meetings of the university Wexner medical center board shall be held at least four times per year on a schedule established by the university board of trustees. The regular meetings shall be set and publicly announced and/or at such other time or place as may be announced by the chair.
(C) Special meetings. Special meetings may be called at the discretion of the chair of the university Wexner medical center board, the university president, the executive vice president and chief executive officer for the Wexner medical center, or the chair of the university board of trustees, and shall be called by the chair at the request of three members of the university Wexner medical center board, provided that notice of any special meeting shall be given in accordance with Ohio law.
(D) Meetings of the university Wexner medical center board shall be conducted in accordance with the state laws of Ohio and open meetings laws, including, but not limited to, the production and maintenance of minutes for all proceedings of the university Wexner medical center board.
(E) Except as otherwise specified in these bylaws, all meetings of the university Wexner medical center board and its committees shall be conducted in accordance with the latest revision of "Robert's Rules of Order."
(F) All trustees are encouraged to attend meetings of the Wexner medical center board, whether they are members or not, to maximize effective and knowledgeable oversight by 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.
(Board approval date: 8/30/2013, 11/6/2015, 5/31/2019, 11/17/2022)
3335-93-06 Quorum.
A majority of voting members, including at least three university trustees, shall constitute a quorum for the conducting of business at any meeting of the university Wexner medical center board. If quorum is present, a majority vote of those members present and voting, subject to these bylaws, shall be required for approval of actions by the university Wexner medical center board. If there is a vacancy in an ex-officio voting position of the university Wexner medical center board, that position shall not be included for the purposes of determining quorum for a meeting.
(Board approval date: 8/30/2013, 6/9/2017)
3335-93-07 Vacancies.
Whenever a vacancy occurs on the university Wexner medical center board, the chair of the university Wexner medical center board shall immediately notify the chair of the university board of trustees, the university president and the executive vice president and chief executive officer, so that the university board of trustees or the appropriate appointing authority identified in paragraph (B) of rule 3335-93-01 of the Administrative Code may appoint a new member as soon as possible to fill the unexpired term.
(Board approval date: 8/30/2013, 5/31/2019)
3335-93-08 Removal.
The university Wexner medical center board chair, in consultation with the chair of the university board of trustees, the chair of the university board of trustees' talent, compensation and , governance committee, the university president, and the executive vice president and chief executive officer may recommend to the university board of trustees that a public member of the university Wexner medical center board be removed or suspended. The university board of trustees has sole authority to appoint and remove public members of the university Wexner medical center board.
(Board approval date: 8/30/2013, 5/31/2019, 11/21/2019)
3335-93-09 Indemnification of university Wexner medical center board members.
Members of the university Wexner medical center board 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 university Wexner medical center board to the full extent permitted by Ohio law.
(Board approval date: 8/30/2013)
3335-93-10 Compensation of university Wexner medical center board and board committee members.
No university Wexner medical center board member shall receive compensation for services rendered in the capacity as a board member. However, nothing herein shall be construed to preclude any board member or committee member from receiving reimbursement for actual expenses incurred in the course of such service.
(Board approval date: 8/30/2013)
3335-93-11 Confidentiality and Conflicts of Interest.
In addition to any applicable restrictions or obligations set forth in Chapter 102, section 2921.42 of the Revised Code and section 2921.43 of the Revised Code, which may apply to university trustees and ex-officio members of the university Wexner medical center board as employees of the university, all members of the university Wexner medical center board, including public members and the appointed members of any and all board committees have a duty of loyalty and fidelity to the university, and they must govern their affairs honestly, exercising their best care, skill and judgment for the benefit of the university so as to avoid conflicts of interest and the appearance of impropriety.
Members of the university Wexner medical center board and its committees shall disclose to the chair of the university Wexner medical center board and the university general counsel any situation wherein such member has a potential conflict of interest that could possibly cause that member to act in other than the best interest of the university. In any such situation deemed a conflict of interest, the member shall abstain from acquiring any information developed by the university Wexner medical center board and from participating in any discussions or voting related to such situation.
All members of the university Wexner medical center board and its committees shall keep confidential all sensitive information of every kind including the strategic goals of groups, practices, entities or subdivisions within the university Wexner medical center to the extent permitted by law. Members of the board and its committees also shall abide by all confidentiality and conflict of interest policies and programs adopted by the university board of trustees from time to time.
The university Wexner medical center board shall adopt and periodically review the university board of trustees’ statement of expectations, which shall address comportment among board members, with the university president and other internal constituents, and with external constituents.
(Board approval date: 8/30/2013, 5/31/2019)