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University Policy

Bylaws of the Board of Trustees

Article IV

Officers of the Board and Their Duties

Section 1 Trustee Officers:
  1. The Trustee Officers of the Board are the Chair and Vice-Chair. Nominations and the election of Trustee Officers may be made in any manner determined by a consensus of the Board that is consistent with Ohio law and Robert’s Rules of Order. Seniority, defined as length of service on the Board, is one attribute that should be considered. Other attributes include, but are not limited to, skills necessary to perform the duties of a particular office, vision, level of interest and willingness to commit the necessary time to fulfill the duties of the office.
  2. A Nominating Committee will prepare a slate of candidates for Chair and Vice Chair that will be presented to the Board at its September meeting. Nominations, including self-nominations, from the floor will be considered prior to the vote. The Chair and Vice-Chair shall be elected annually at the September meeting of the Board.
  3. An Officer will serve a one-year term. If an Officer has served for two consecutive terms, he/she may not be elected for a third consecutive one-year term in that office. An Officer, who has served two consecutive terms in a given office, may serve in that office again after a two-term hiatus.
  4. The term of office of any Trustee Officer of the Board will expire at the conclusion of the September meeting or when a successor is elected. The term of the newly elected Trustee Officer will commence immediately following adjournment of the meeting at which they are elected and they shall hold office until the conclusion of the September meeting or a successor is elected.
Section 2 Duties of the Chair and Vice-Chair:

The duties of the Chair and Vice-Chair of the Board shall be as follows:

  1. The Chair shall preside at all meetings of the Board and shall decide all questions of order. It shall be the Chair’s duty to see that the resolutions and documents of the Board are properly executed. The Chair may, for and on behalf of the University and the Board, sign such instruments, contracts, minutes, resolutions, diplomas and other documents as authorized by the Board. The Chair, in consultation with the President, provides input for Board Agendas and key issues that may be considered by the Board.
  2. The Vice-Chair, in the absence or disability of the Chair, shall be vested with the powers and discharge the duties of the Chair.
Section 3 Non-Trustee Officers:

The Secretary and the Treasurer, if so elected, need not be members of the Board. The Secretary and Treasurer, if so elected, by the Board shall serve in such capacity at the discretion of the Board.

    1. Secretary
      1. The Secretary or Associate Secretary shall receive and respond to routine correspondence, inquiries, and requests to the Board with the copies thereof to the Chair. The Secretary or Associate Secretary shall receive all transmittals to the members of the Board and shall be responsible for providing copies of same to all Trustees to ensure all Board members are apprised. Trustees will direct board-related requests and suggestions to the Board Secretary.
      2. The Secretary shall maintain and keep all records, books, deeds, contracts, documents and papers of the Board. The Secretary shall attend all meetings of the Board and its Committees and shall make and keep accurate and complete records of minutes of said meetings. The Secretary shall, within two weeks of each meeting, or as soon thereafter as practical, transmit by mail or where appropriate through electronic means a copy of the record of the meeting to each member.
      3. The Secretary shall give notice to the members of the Board and to the President of the University of all meetings of the Board, and its Committees. The Secretary shall provide all other notices required by law and these bylaws. Notice may be provided by mail or electronic means.
      4. Requests to address the Board or any Committee of the Board shall not normally be considered unless submitted in writing to the Secretary or Associate Secretary at least two weeks prior to any regularly scheduled meeting. Such requests shall include information requested by the Secretary, including, but not limited to, the name of the person making the request, the purpose and subject matter of the request and a summary of the topic to be addressed.The Chair of the Board, in consultation with the Chair of any Committee of the Board and the President, as appropriate, shall, for and on behalf of the Board or Committee, determine if and when the matter should be scheduled upon the agenda of the Board or Committee of the Board. In the event the Chair determines not to schedule the matter on the agenda of the Board or Committee of the Board, the Chair shall direct the Secretary or Associate Secretary to provide notice of such request to members of the Board for their information. The Board Chair has the authority to allow the person to speak and to limit the amount of time that person may speak. After the person finishes speaking, he/she will not be permitted to participate in the discussion unless that person is responding to a question from a Trustee that would be directed first to the Chair and then to the visitor. If the request to address the Board relates to a personnel matter or a legal matter that would normally be discussed during a closed “Executive Session,” the Board Chair is authorized to deny the request to speak to the Board, indicating the topic is not one that would be discussed in a public meeting.
      5. When requested by the Chair of any Committee of the Board, and after consultation with the Chair of the Board of Trustees the Secretary, if so directed, shall likewise attend such meetings, make and maintain minutes of the meeting, as set forth above.
      6. The Secretary shall perform the functions outlined in a job description approved by the Board of Trustees and report directly to the President as an employee of the University. The Secretary shall have an indirect reporting relationship to the Board and will facilitate Board meetings and communications and perform other functions as set forth in the job description.
    2. Treasurer
      1. A Treasurer, if so elected, shall keep the financial books and records of the University, deposit University funds and make appropriate payments, maintain proper records of monies received and spent and submit to the Board an annual statement of accounts and perform such other duties as the Board may designate.
      2. The Treasurer, before entering upon the discharge of his duties, shall give bond to the State of Ohio for the faithful performance of his duties and the proper accounting for all monies coming into his care. The amount of the bond shall be determined by the Board and shall be approved by the Attorney General for the State of Ohio, providing that it shall not be for a sum less than the estimated amount of money that may come into the Treasurer’s control at any time.
      3. The Treasurer reports to the Board and works in close cooperation and coordination with the President of the University.


Lisa Noland
Administrative Specialist
Phone: 330.325.6354
Email: lnoland@neomed.edu

Office of General Counsel

Northeast Ohio Medical University