Bylaws of the Board of Trustees
Section 1 Standing Committees of the Board:
- The Standing Committees of the Board and the matters committed to their charge shall be as set forth below. The Chair of the Board shall appoint Trustees to these Committees with input from the President. The Chair of the Board shall be an Ex Officio member of all Committees. The Chair of the Board has the same rights as other Committee members. The President of the University shall be an Ex Officio, non-voting member of all Committees.
- Insofar as practicable, the Committees shall be constituted and Committee Chairs appointed by the newly elected Chair of the Board within the first thirty days after the September Board Meeting. Committee members and Chairs shall serve until their successors are appointed.
- The Chair of the Board shall appoint a Chair and may appoint a Vice-Chair of each Committee. The Chair of the Board should consider the senior members of the Board for these positions. If the Chair of the Committee is unavailable to chair the meeting, then the Vice-Chair shall conduct the meeting. If the Chair and ViceChair are not available, then the Chair of the Board of Trustees may preside over the Committee meeting if matters must be timely considered, or the Chairperson of the Board may appoint a Chair Pro Tem to preside over the Committee meeting.
- The Chair of the Board may appoint the members of the Committee, including a temporary appointment of a Trustee who may take the place of any absent member of the Committee for purposes of satisfying the quorum requirements or voting requirements for the period stated by the Chair.
- The President shall designate an appropriate administrative staff member who will assist the Chair of each Standing Committee in the preparation of the agenda and supporting documentation. The Chair shall allow sufficient time for the preparation of this documentation in accordance with the notice provisions contained in Article V herein. Supporting documentation for all actions requiring Board approval will be delivered to the members a minimum of five (5) working days in advance of the meeting.
- The Chair may also appoint special Committees and task forces as necessary. In discharging their responsibilities, the Committees shall conform to the policies established by the Board, report their recommendations to the Board, and refer to the Board all matters of broad significance to the University.
Section 2 Responsibilities of Standing Committees:
- The Executive Committee shall consist of the Chair of the Board, the Vice-Chair, and two additional Board members, one of whom shall be the immediate past Chair, if available. It shall provide oversight on behalf of the Board and recommend actions for consideration, as necessary, by the full Board. The Chair of the Board shall serve as Chair of the Executive Committee unless the Chair designates another member of the Committee to serve in that capacity.
- The Academic and Scientific Affairs Committee shall discharge the supervisory duties as prescribed by the Board with respect to matters pertaining particularly to educational and research programs. The Board of Trustees hereby acknowledges that the President, in conjunction with the faculty, will work together to develop and implement new programs and to implement changes to existing programs. The Board also notes that if the President deems it advisable or necessary to seek the endorsement, consensus or approval of the Board for a specific, significant, or unique programmatic approach, the Board will do so upon the recommendation of the President. The Academic and Scientific Affairs Committee shall review and recommend to the Board awarding of degrees to students from the University and monitor the academic policies of the University.
- The Finance, Fiscal Policy and Investment Committee shall discharge the duties as prescribed by the Board with respect to the financial affairs of the University including consideration and recommendation of all policy matters relating to the University budget and financial operations; internal and external audit functions and reporting; personnel matters; facilities planning and oversight that involve the expenditure or commitment of funds related to capital planning and capital projects for the University. The internal auditor reports to the President who will present any significant findings to the Board unless the President has a conflict of interest. In the event of a Presidential conflict of interest, the matter will be referred to the Chair and the Vice-Chair of the Board.As required by Ohio Revised Code § 3345.05 (C) and (D), the Finance, Fiscal Policy and Investment Committee shall serve as the University’s Investment Committee. As such it shall meet at least quarterly. The Committee shall review and recommend revisions to the Board’s Investment Policy and shall advise the Board on its investments. The Committee shall be authorized to retain the services of an investment advisor who meets the qualifications set forth in the University’s Investment Policy and in accordance with Ohio Revised Code § 3345.05 (D).
- The Institutional Advancement Committee includes the responsibility for the activities of University Advancement including resource development, communications, public relations and alumni relations. It shall be responsible for advising the Board on policy formulation, strategies and priorities for increasing the financial resources of the University in keeping with its long-range programmatic and capital plans.The Committee partners with and supports the development efforts of the Northeast Ohio Medical University Foundation.In addition, the Committee will assist the President in establishing liaison with foundations, business and industrial organizations to the mutual benefit of such organizations together with the University. These relationships may involve programs or research projects which support scientific requirements in which the faculty and staff of the University have expertise.
- Nominating Committee is a three member Committee. Membership on the Nominating Committee will include a Trustee whose term on the Board is expiring, a Trustee who has indicated no desire to serve either as Chair or Vice Chair, and one other member. The Chair of the Committee will be the Trustee whose term is expiring. The Chair of the Nominating Committee will appoint the other members of the Committee in consultation with the Chair of the Board.
- Trusteeship Committee: The Executive Committee shall appoint the Trusteeship Committee that will meet on an “as needed” basis to:
- Consider proposed changes in the Bylaws of the Board, and make recommendations to the Board, as appropriate, for its attention or action;
- Provide for periodic Board self-evaluation and assessment;
- Consider other matters as appropriate to a Trusteeship Committee, or as assigned by the Executive Committee or the Board.
The Board may establish such ad hoc and Standing Committees as it may deem appropriate, to make recommendations to the Board.
The Chair of the Board may appoint Non-Trustees to serve on Committees of the Board of Trustees. However, since the governing power of the Board is not delegable the NonTrustee members do not have the right to vote. It is permissible to have Non-Trustees serve in an advisory capacity on all Committees.