Board of Trustees
Trustees of public higher education institutions in the State of Ohio have ultimate responsibility to faithfully discharge their duties as a trustee in the best interests of the citizens of Ohio and the university on whose Board they serve. Trustees are responsible for making the interests of the University their overriding priority and to fulfill their fiduciary responsibilities as Northeast Ohio Medical University (NEOMED) trustees based on the broad grant of power, authority and responsibility delegated by the legislature to the Board.
The Association of University Governing Boards (AGB) has established a statement on the powers, duties and responsibilities to “reaffirm within the higher education community, and explain to a broader audience, the core principles of board accountability and responsibility.” The AGB statement identified four broad categories of board accountability including accountability to “(1) the institution’s mission and cultural heritage, (2) the transcendent values and principles that guide and shape higher education, (3) the public interest and public trust, and (4) the legitimate and relevant interests of the institution’s various constituencies.” In the words of the AGB “boards incur a special duty to preserve and enhance the institution for future generations.”
A fiduciary duty is the highest standard of care imposed either in law or equity. It requires the person fulfilling those duties (the fiduciary) to “display utmost good faith, trust, confidence and candor.” A fiduciary has a duty not to put his/her interests (personal, professional or financial) or other duties in conflict with that fiduciary duty.
Northeast Ohio Medical University is subject to audit by the auditor of the state. It is a “public office” within the meaning of the Ohio Public Records Act. As such it must make records, which do not fall within the meaning of a specific statutory exception, available pursuant to a public records request. It is “a public body” subject to the Open Meetings Act; and thus required to provide notice of its meetings to those who have requested such notification; and to transact its business in open and public sessions. The Ohio Revised Code further provides that the Ohio “Attorney General shall be the attorney for each state college or university and provide legal advice in all matters relating to its powers and duties.” It is also a “public agency” within the meaning of the Ohio Ethics Laws. These characteristics establish the public nature of NEOMED and the requirement for the Board and administration to conduct all matters in an atmosphere of openness, transparency, and public accountability.
Northeast Ohio Medical University is defined as a “state institution of higher education and falls within the statutory meaning of Ohio “state college or universities.” The general rights and powers of the state colleges and universities are enumerated in Chapter 3345 of the Ohio Revised Code. These rights and powers include, but are not limited to, accepting donations or bequests of land, money, and trust funds and investing those assets in accordance with policies established by the board for that purpose; establishing and setting the conditions for and approving faculty improvement programs; issuing obligations; and making appropriate investments on behalf of the institution. The Ohio Revised Code further provides that university and college Boards, have “full power and authority on all matters relative to the administration of” such college or university. Through its enabling legislation, NEOMED’s Board of Trustees (Board or NEOMED Board) is specifically empowered to employ, fix the compensation of, and remove, the president, professors, officers and other employees; and, to adopt rules and bylaws for the conduct of the board and the government of NEOMED. The same statutory section requires the Board to do “all things necessary for the creation, proper maintenance, and successful and continuous operation” of the University.