Advisory Trustee Policy

Policy Number: 3349-1-05
Effective Date: 01/01/2021
Updated: —
Reviewed: —
Responsible Department: Board Secretary

A. Purpose

The purpose of this policy is to establish the non-voting position of an Advisory Trustee
through which the University can engage individuals with specific knowledge, skills and
professional experience that will enhance the Northeast Ohio Medical University

B. Scope

This policy applies to individuals with regional or national experience that may add value to the NEOMED Board of Trustees.

C. Policy

1. Qualifications for Advisory Trustee Designation
   1. An individual who would be able to provide significant and substantive
      service to benefit the University and enhanced its educational, training
      and public service mission by having:
      1. Success in his/her chosen field or business;
      2. Obtained state or national prominence; or
      3. A willingness and ability to render advice and guidance in their
         field of expertise.
   2. The Trustee must have demonstrated a history of professional
      accomplishment and community engagement, which warranted external
      recognition, inuring significant honor and distinction to both the Trustee
      and the University.
2. Nomination Process
   1. The President may nominate an individual who meets the requisite
      qualifications to the Executive Committee for review and consideration of
      the Advisory Trustee status. Upon reviewing the nomination, the
      Executive Committee shall make a recommendation to the full Board of
      Trustees that a resolution be prepared and presented for a vote to confer
      the designation of Advisory Trustee upon the nominee.
   2. The Advisory Trustee designation may be awarded at the June Board
      meeting with the term to begin the following fiscal year. Each Advisory
      Trustee will serve a non-voting three-year term and may be eligible for
      appointment to two consecutive terms (six years total).
   3. A maximum of three Advisory Trustees are authorized by the University
      to serve at any one time and will be appointed for staggered terms.
   4. Reasonable travel expenses for Advisory Trustees will be reimbursed
      consistent with the policy for voting members of the Board of Trustees.
   5. Should an Advisory Trustee later be found to have engaged in conduct
      unbecoming of this esteemed designation, the President may seek to
      remove the Advisory Trustee status by making a recommendation to the
      Board of Trustees for its review and consideration upon the vote of a
      majority of the Board.
3. Fiduciary Obligations and Conflict of Interest
   1. No Trustee shall participate in deliberations or vote on a University
      contract, action or trans-action when the Trustee has a financial, personal
      or fiduciary interest in any person or entity affected by such contract,
      action or transaction. The Board will consistently follow protocols for
      addressing conflicts. The Trustee having the prohibited interest shall
      make full disclosure thereof and shall abstain from any deliberations and votes on any such matter. If a Trustee recuses himself or herself, that
      Trustee may be asked to leave the Board room during the discussion and
      votes on that matter.
   2. Any contract, action or transaction in which one or more Trustees have a
      prohibited interest may be approved by an affirmative vote of a majority
      of voting Trustees who are not interested in the contract,
      notwithstanding the fact that the disinterested Trustees constitute less
      than a quorum of the Trustees.
4. Privileges of an Advisory Trustee
   1. An Advisory Trustee will enjoy the following privileges, including, but not
      limited to:
      1. invitation to attend the University Board meetings as well
         as the annual retreat;
      2. invitation to attend the University Board meetings as well
         as the annual retreat;
      3. invitation to attend University events, including
         Commencement, with special seating privileges and
         introduction and recognition within the program; and
      4. invitation to participate in ad hoc groups or committees
         where their skills, knowledge or expertise may be
         beneficial.

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