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University Policy

Bylaws of the Board of Trustees

Article VII

Meetings of the Board

Section 1 Regular Meetings:

Regular meetings of the Board shall be held at least four times a year.

Section 2 Special Meetings:

Special meetings may be called at the discretion of the Chair. In addition, the Chair shall call a special meeting upon the written request to the Chair of any three Trustees or the President. The notice for the special meeting shall specify the date, time, place and purpose thereof. The Chair shall cause the Secretary to give notice of the special meeting no less than seventy-two (72) hours prior to the time of the commencement of the meeting. Notice may be given in oral or written form by telephone, facsimile, hand delivery, regular mail or by email if so authorized by the member or those persons entitled to notice.

Section 3 Emergency Meetings:

An emergency is an unforeseen combination of circumstances or the resulting state that calls for immediate official action. An emergency meeting may be called by the Chair, any three Trustees in consultation with the President or the President in consultation with the Chair. The individual calling the meeting shall direct the Secretary to notify immediately those persons entitled to notice of the date, time, place and purpose of the meeting. Said notice may be in either oral or written form; it may be served either in person or by telephone, facsimile, hand delivery, regular mail or e-mail. Emergency meetings are specifically excluded from the attendance requirement set forth above.

Section 4 Conformance with the Ohio Public Meeting Act:

All regular, special, emergency, committee meetings and executive sessions of the Board shall be held in conformance with the requirements of Ohio law governing public meetings. Public meetings shall not include attendance by a majority of Board members of the Board or a majority of Board members of any Committee or subcommittee of the Board at information sessions, campus events, social or other activities which do not involve a prearranged discussion of University business by such members of the Board.

Section 5 Public Notice of Meetings:
  1. Any person or news medium may receive notification of the date, time and place of all regularly scheduled or emergency Board meetings and the date, time, place and purpose of all special Board meetings; by delivering an oral or written request to the Secretary of the Board. Oral requests may be made in person or via electronic means during normal business hours.
  2. Any news media representative may obtain notice of the date, time, place and purpose of all special meetings of the Board by requesting in writing that such notices be provided. All requests for such notification shall be addressed to the Secretary of the Board of Trustees.
Section 6 Order of Business:

Unless otherwise specifically stated in the notice of meeting, any business may be transacted at any meeting of the Board. Usually the order of business of all regular meetings of the Board will be as follows unless otherwise designated by the Chair:

  1. Roll call;
  2. Disposition of minutes of previous meeting(s);
  3. Guest speaker/presentation (as necessary);
  4. Report of the President;
  5. Reports of the Standing Committees of the Board;
  6. Report of the Vice Presidents (as necessary);
  7. Old Business;
  8. New Business;
  9. Election of Officers (as necessary);
  10. Executive Session (as necessary);
  11. Adjournment.
Section 7 Quorum and Voting:

A majority of the number of Trustees of the Board fixed by law must be present in person at such meeting in order to constitute a quorum for the transaction of business. Except as otherwise specifically provided by statute or these Bylaws, the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of those present may adjourn a meeting from time to time until a quorum is had.

Section 8 Seconding of a Motion:

In accordance with Robert’s Rules of Order, when a motion emanates from a committee report which contains a recommendation, the recommendation is made as a motion at the conclusion of the committee Chair’s (or designee) presentation. No second is required for such a motion, since it is made on behalf of the committee.

Section 9 Record of Meetings:

A record of all Board meetings shall be made and kept by the Secretary of the Board and made available to the public upon request.

Section 10 Rules of Order:

Robert’s Rules of Order shall be accepted as authority on all questions of parliamentary procedure not determined by the most current version of the Bylaws.

Any motion shall be reduced to writing upon request of a Trustee. The General Counsel, or another person designated by the Chair, will act as a parliamentarian and will be available to consult with and advise the Board on all matters of parliamentary procedure.


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

Office of General Counsel

Northeast Ohio Medical University