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Bylaws of the Board of Trustees

Article III

Members of the Board of Trustees and Their Powers

Section 1 Number of and Types of Members:

The government of the University is vested in an eleven member Board of Trustees (“the Board” or the “full Board”), who shall be appointed by the Ohio Governor, with the advice and consent of the Ohio Senate. Two of the eleven Trustees shall be current students of the University appointed in accordance with Ohio Revised Code §3350.10(B).

Section 2 Term of Office:

Except as provided in Ohio Revised Code §3350.10(A)(3) and except for the Student Members, terms of office shall be for nine years. Each Trustee shall hold office from the date of appointment until the end of the term for which the Trustee was appointed. Except for the Student Trustees, who shall serve terms pursuant to Ohio Revised Code §3350.10(B), the initial terms of office for Trustees appointed under Ohio Revised Code §3350.10(A)(2) shall be as follows: one term ending after September 22, 2009; one term ending after September 22, 2010; one term ending after September 22, 2011; one term ending after September 22, 2012; one term ending after September 22, 2013; one term ending after September 22, 2014; one term ending after September 22, 2015; one term ending after September 22, 2016; one term ending nine years after September 22, 2017. Thereafter, terms of office shall be for nine years, as provided in Ohio Revised Code §3350.10(A)(2).

Section 3 Vacancies:

Any Trustee appointed to fill a vacancy occurring prior to the expiration of the term for which the Trustee’s predecessor was appointed shall hold office for the remainder of such term. Any Trustee shall continue in office subsequent to the expiration date of the Trustee’s term until the Trustee’s successor takes office, or until a period of sixty days has elapsed, whichever occurs first. No person who has served a full nine-year term or more than six years of such a term shall be eligible for reappointment until a period of four years has elapsed since the last day of the term for which the person previously served.

Section 4 General Powers:

The Board shall have the powers which are conferred upon it by the laws of the State of Ohio. It shall do all things necessary for the creation, proper maintenance and successful and continuous operation of the University and shall adopt, and from time to time as necessary, amend, alter or repeal, the Bylaws and any regulations for the conduct of the Board and the governance and conduct of the University. The Board shall employ, fix the compensation of, and remove the President, and such number of Deans, Professors, Teachers, Officers and other employees as the Board may deem necessary.

Section 5 Student Trustees:

Two of the Trustees shall be current students of the University, and their selection and terms shall be in accordance with Ohio Revised Code §3350.10(B). The Student Members shall have no voting power on the Board. Student Members shall not be considered as Members of the Board in determining whether a quorum is present. Student Members shall not be entitled to attend Executive Sessions of the Board. The Student Members of the Board shall be appointed by the Governor, with the advice and consent of the Senate, from a group of five candidates selected pursuant to a procedure adopted by the University’s Student Government and approved by the University’s Board of Trustees. The initial term of office of one of the Student Members shall commence ninety days after September 22, 2008 and shall expire on June 30, 2009, and the initial term of office of the other Student Members shall commence ninety days after September 22, 2008 and shall expire on June 30, 2010. Thereafter, terms of office of Student Members shall be for two years, each term ending on the same day of the same month of the year as the term it succeeds. In the event that a Student Member cannot fulfill a two year term, a replacement shall be selected to fill the unexpired term in the same manner used to make the original selection.

Section 6 Compensation of Trustees:

Trustees shall receive no compensation for their services but shall be paid their reasonable expenses while engaged in the discharge of their official duties.

Section 7-Attendance at Meetings:

In accordance with Ohio Revised Code § 3.17, Trustees who fail to attend at least three-fifths of the regular and special meetings of the Board during any two-year period forfeit the member’s position on the Board. Emergency Meetings of the Board shall not be counted in the attendance calculation. The Secretary of the Board shall keep an accurate attendance record and notify any member of the Board and the Chair of the Board if any member is in jeopardy of such forfeiture.

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