Chapter 3359-1 | Powers and Duties of Board Members, Officers and Committees

Rule 3359-1-02 | Officers of the board and their duties.

• Effective: April 29, 2023
• Promulgated Under: 111.15

(A) Officers.

The officers of the board shall be a chairperson and a vice chairperson, who shall be members of the board, a secretary of the board, and an assistant secretary who need not be members of the board. The nominating committee shall meet annually and its report and recommendations may be voted upon at the subsequent regular meeting of the board. The newly elected officers shall shall take office at the first regular meeting of the board in each fiscal year beginning the first of July and shall serve until their successors are elected.

(B) Duties of officers.

The duties of the officers of the board shall be as follows:

(1) Chairperson.

(a) The chairperson shall preside at all meetings of the board and shall decide all questions of order. It shall be the chairperson's duty to see that the bylaws of the board are complied with; that the duties of the executive officers of the university, as prescribed in the regulations of the board, are followed; and that the resolutions and documents of the board are properly executed. The chairperson shall be an ex-officio member of all committees of the board.

(b) The chairperson shall, for and on behalf of the university and the board, sign instruments, contracts, minutes, resolutions, diplomas, and other documents authorized by the board, or authorize the president of the university or the secretary to so act in the chairperson's behalf.

(c) The chairperson shall perform such other duties as these bylaws shall hereinafter prescribe or as may be, from time to time, delegated to the chairperson by the board.

(2) Vice chairperson.

During the absence or incapacitation of the chairperson, the vice chairperson shall be invested with the powers and discharge the duties of the chairperson. The vice chairperson shall serve as the chair of the board strategic issues committee.

(3) Secretary and assistant secretary.

(a) The secretary and assistant secretary, as officers of the board, shall be the custodians of the seal of the university of Akron, of all records, books, deeds, contracts, documents and papers of the board. The secretary or assistant secretary shall attest by signing all instruments, contracts, diplomas, certificates, and other documents executed on behalf and in the name of the university and the board by the chairperson of the board and/or the president of the university, and shall have contract authority with respect to the execution of contracts as authorized by the board of trustees or as provided in the rules of the board of trustees.

(b) The secretary and assistant secretary shall attend all meetings of the board and committees of the board and shall keep accurate and complete records of minutes of said meetings in a manner consistent with the requirements of Ohio law respecting the records of public meetings. In implementing this requirement with respect to regular or special meetings of the board, such meetings shall be mechanically recorded and thereafter reduced to writing with the aid and benefit of such recordings. The written minutes shall be submitted for formal approval by the board of trustees to ensure that such minutes are accurate and complete in memorializing the proceedings, decisions, and actions of the board in such meetings. Upon approval of the minutes by the board of trustees, the mechanical recordings shall no longer be required to be kept.

Minutes of the meetings of committees of the board shall also be mechanically recorded, but inasmuch as committees of the board are not authorized to act on behalf of the board of trustees, such mechanical recordings shall constitute the complete record of minutes of said meetings, without the necessity of being reduced to writing or otherwise require formal approval by the respective committee. However, in the event such committee meeting minutes are reduced to writing, then such minutes shall constitute the complete record of minutes of said committee meeting without the necessity of retention of the mechanical recording of such meeting. Such recordings shall be kept according to the applicable records retention schedule. The secretary or assistant secretary shall, prior to consideration by the board of approval of the record of any meeting, transmit by mail or deliver to each member a copy of the written record of the regular or special meeting and shall give notice to the members of the board and to the president of the university of all meetings of the board, both regular or special; and, when requested by the chairperson of any committee of the board, shall give notice of the meeting of such committee to the members thereof.

(c) When elected thereto by the board, the secretary and assistant secretary may, if not a member of the board, occupy an administrative position in the university, in addition to being an officer of the board. Otherwise, the secretary and assistant secretary, when elected thereto by the board, shall be made an unclassified contract professional employee of the university and shall hold office and be employed thereafter at the sole discretion of the board, and pursuant to terms and conditions established by the board. The secretary and assistant secretary shall report directly to the board through the chairperson of the board, and shall work in close cooperation and coordination with the president. This reporting arrangement shall not preclude the right of trustees and the secretary and assistant secretary to communicate directly with the other at any time on all matters the board, individual trustees, or chairperson shall require.

(d) The secretary and assistant secretary shall provide for a system of filing university rules in compliance with Chapter 111. of the Revised Code. The secretary and assistant secretary shall only file those rules properly promulgated by the board of trustees and the faculty senate, in accordance with the bylaws and regulations of the board of trustees. The secretary and assistant secretary, at the direction of the vice president and general counsel, shall be authorized to make such changes to university rules as are necessary to comply with the requirements of law, rule filing requirements by the secretary of state or other legislative agency, provide for consistency in related rules, and avoid duplication and unintended consequences of grammatical or other stylistic provisions in the rules.

(e) The secretary or assistant secretary shall receive and respond to routine correspondence, inquiries, and requests to the board of trustees, with the copies thereof to the chairperson. The secretary or assistant secretary shall receive all transmittals to the members of the board of trustees and shall be responsible for providing copies of same to individual board members. Proposals from faculty and staff, either as a group or as individuals, shall be referred to the president pursuant to paragraph (B) of rule 3359-1-05 of the Administrative Code, with a copy thereof to the chairperson. Requests to address the board or any committee of the board shall not normally be considered unless submitted in writing to the secretary or assistant 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 purpose of the request and a summary of the topic to be addressed. The chairperson of the board, in consultation with the chairperson of any committee of the board, 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 chairperson determines not to schedule the matter on the agenda of the board or committee of the board, the chairperson shall direct the secretary or assistant secretary to provide notice of such request to members of the board for their information.

(f) The secretary or assistant secretary shall confer with each member of the board of trustees concerning the procedure each trustee prefers regarding receipt of anonymous transmittals. Individual trustees may direct the secretary or assistant secretary in writing to retain their copies of anonymous transmittals for reference in the board office. Otherwise, the secretary or assistant secretary shall forward such transmittals by regular mail or personal delivery. Such transmittals shall not be delivered by facsimile copy.

(g) The assistant secretary shall assist the secretary in the execution of duties outlined in rules for the secretary, and shall substitute in the secretary's absence.

(h) The responsibilities of the secretary and assistant secretary shall be assigned by the chairperson of the board and shall include, but not be limited to, the daily management of the board office and operations, direct oversight of board communications, coordination of trustee development and strategic planning initiatives as directed by the chairperson of the board or committee chairs, serve as board liaison in connection with major university initiatives and with campus, community, governmental, or other constituencies as directed by the chairperson of the board.

(i) The assistant secretary shall assist members of the board as they may request in carrying out their fiduciary duties to the board.

Last updated May 1, 2023 at 8:37 AM

Supplemental Information

Authorized By: 3359.01
Amplifies: 3359.01
Prior Effective Dates: 2/16/1987, 11/24/2001, 12/2/2004, 6/25/2007, 5/23/2010, 4/11/2011, 10/6/2011

Rule 3359-1-03 | Committees of the board.

• Effective: April 29, 2023
• Promulgated Under: 111.15

(A) Standing committees.

The members, chairperson and, if deemed necessary or desirable, vice chairperson(s) of each standing committee shall be appointed annually by the chairperson of the board. Each such committee shall be self-governed and may subdivide its work among subcommittees and perform its functions in such manner as the committee deems advisable. It may initiate proposals or act on proposals delegated to it by the board, or made to it by the board chairperson or president of the university, and shall make recommendations to the board for action. The functions of the standing committees, including such special duties as may be delegated by the board, shall in general be as follows:

(1) Academic affairs committee.

Review, consider, and make recommendations concerning all policy matters requiring attention or action of the board and relating to the following matters prepared by and brought to the committee by university administrators:

(a) Academic planning and governance and educational policies; degree and certificate programs; areas of research and related activities; student admissions; and other matters of policy governing or pertaining to academic and curricular affairs.

(b) Areas of student engagement and success including enrollment services, advising, counseling, and academic support programs; student development and conduct; student financial aid and scholarships; intercollegiate athletics; and other non-academic matters affecting students.

(c) Alumni structures, strategies and policies, including the promotion of relations with the university's alumni.

(d) Communication and marketing strategies.

(2) Finance and administration committee.

(a) Review, consider, and make recommendations concerning all policy matters requiring attention or action of the board and relating to the following matters prepared by and brought to the committee by university administrators:

(i) The university budget and financial operations and its alignment with academic objectives and priorities, business organization, and practice; the capital budget and plan; personnel appointments, employment and compensation policies, practices and procedures, changes of status, and salary adjustments consistent with review requirements prescribed elsewhere in university rules; the placing and renewal of insurance; the borrowing of funds and issuance of bonds and notes; student tuition, fees, and other sources of university income; custody and investment of any funds that are now under or may in the future come under control of the board.

(ii) Institutional fiscal health indicators, including but not limited to those required by Senate Bill 6 and by applicable licensure and accrediting entities.

(iii) The submission of appropriation requests and other such matters that involve the expenditure or commitment of funds related to capital planning and capital projects for the university; and the purchase, sale, and lease of real estate.

(iv) Development policies, including the solicitation of funds and oversight of investment policies to support university needs, including academic priorities; coordination of activities with the university of Akron foundation; the naming of buildings and other honorary designations; and relations with local, state and federal legislative and administrative agencies.

(v) The preparation, conduct, or review of negotiations or bargaining sessions by university administrators with bargaining agents for university employees.

(b) This committee shall constitute the board's "investment committee" as required by section 3345.05 of the Revised Code, and shall be authorized to exercise that authority and responsibility provided by law for the investment committee.

(3) Strategic issues committee.

(a) Consider the university administration's recommendations concerning the university's strategic positions, plans, and priorities that, from time to time, require the board's focused attention. The chairperson of the board shall assign such priorities to the committee for review, as appropriate, but shall avoid unnecessary duplication with the responsibilities of other standing committees.

(b) Review information and data relevant to understanding and considering strategic recommendations and priorities.

(c) Coordinate with the chairperson of the board the delivery of reports to and reviews by the board of trustees.

(d) Identify and assign projects related to strategic plans and priorities to other committees of the board, as appropriate.

(e) Consider and make recommendations to the board concerning the organization of the board and the individual involvement and fiduciary and legal role of trustees; the bylaws regarding the operation of the board and its committees; the board's operation and matters related to board and trustee assessment, trustee selection and trustee orientation; the expectation of trustees' comportment within the board and with the president and internal and external constituencies; the avoidance of conflict of interest or commitment or the appearance of same; board size, composition and organization; calendaring of university events for the board, its committees and individual trustees (including commencement); trustee roles and professional development for trustees; and other matters assigned by the board or the chairperson of the board.

(4) Rules committee.

Consider and make recommendations concerning the adoption, amendment, and repeal of rules of the university required to be filed with the state. Such rules shall include, but not be limited to, any rule, regulation, bylaw, or standard adopted by the board of trustees, or pursuant to their rule-making authority.

(5) Audit and compliance committee.

(a) The primary responsibility of the audit and compliance committee is to provide oversight of the university's financial practices, compliance policies, internal controls, fiscal responsibility, and standards of conduct.

(b) The chairperson of the university of Akron board of trustees shall appoint the members and chairperson of the audit and compliance committee, which shall be comprised of five members of the board who are independent (as defined in this paragraph). The audit and compliance committee chairperson shall be one of these five members. The board chairperson shall be an ex-officio member of the audit and compliance committee who has the right, but not the obligation, to participate and vote in the proceedings of the committee, but is not counted in determining the number required for a quorum unless fewer than three voting members of the audit and compliance committee are present, in which case the chairperson may be counted for purposes of establishing a quorum. In making appointments to the audit and compliance committee, the chairperson of the board of trustees shall attempt to provide for reasonable continuity such that annually the committee includes one or more members who have had previous service on the audit and compliance committee.

(c) Definition. "Independent" shall refer to a person who, other than in his or her capacity as a member of the audit and compliance committee, the board of trustees, or any other board committee:

(i) Does not accept any consulting, advisory, or other compensatory fee from the university, its related entities, or its external auditor(s), unless consistent with the requirements, limitations, and prohibitions of the Ohio ethics law; and

(ii) Has not accepted such compensation at any time in the year preceding the member's appointment to the audit and compliance committee, unless consistent with the requirements, limitations, and prohibitions of the Ohio ethics law.

(d) Consultants. The audit and compliance committee may obtain or may authorize university administrators to obtain legal counsel, financial experts, or other expertise to advise the committee, or to assist in the conduct of an investigation and may enlist the assistance of the university's administrators and employees as needed.

(e) Review. The audit and compliance committee shall review and reassess this rule as needed and recommend any proposed changes to the board through its rules committee, including changes that it deems to be necessary as a result of its work and/or new laws or regulations.

(f) Meetings. The audit and compliance committee shall meet at least twice per year. The audit and compliance committee may ask university administrators or others to attend its meetings and provide pertinent information as necessary.

(g) Executive sessions. The audit and compliance committee may conduct audit conferences as provided by law and may conduct executive sessions as permitted by Ohio law.

(h) Responsibilities. The audit and compliance committee shall:

(i) Chief audit executive. Review and concur in the appointment, replacement, reassignment, or dismissal of the chief audit executive, who shall have a dual reporting responsibility and to the board through the audit and compliance committee for functional matters and for administrative matters to the president through the administrative reporting line then in effect.

The audit and compliance committee shall follow the guidance of the "Institute of Internal Auditors " with respect to the distinction between functional and administrative reporting and shall develop and recommend for approval by the board of trustees for inclusion in this rule, those circumstances in which the university chief audit executive shall report directly to the audit and compliance committee of the board of trustees, without prior or subsequent reporting to any institutional officer.

(ii) Selection/retention of outside auditors.

(a) Review the university administrators' proposed selection for outside auditors and recommended to the board for approval the recommend appointment of the outside auditors to be engaged by the university, and which auditors shall report to the board through the audit and compliance committee, establish the audit fees of the outside auditors, and pre-approve any non-audit services provided by the outside auditors before the services are rendered. In general, the In addition to audit services, outside auditors may be engaged to provide non-audit services to the extent that they are not auditing their own work, fulfilling the university administrators' functions administration's role, or advocating externally for the university.

(b) Audit function. Review with the appropriate university administrators the outside auditors, and the chief audit executive, the intended scope and plans for the audit, the completeness of completeness of coverage, reduction of redundant efforts, and the effective use of audit resources. Review as needed written communications between the outside auditors and university administrators.

(c) Financial statements. Review with university administrators and outside auditors the university's audit report, including financial statements and footnotes, including any difficulties experienced by the outside auditors in completing the audit and any recommended changes to university practices or internal controls arising from the audit.

(d) Duration of audit partners. In consultation with university administrators, use best efforts to ensure that the lead or concurring audit partner from the outside auditors serves in such capacity for a period of responsible duration, consistent with then best practices for non-profit entities.

(e) Evaluation of outside auditors. In consultation with university administrators, review and evaluate the performance of the outside auditors and review with the full board any proposed discharge of the outside auditors.

(iii) Chief compliance and risk officer. The chief compliance and risk officer shall work with the chief audit executive and other university administrators to oversee university risk management and compliance and shall report to the president through the administrative reporting line then in effect.

(iv) Compliance and internal reviews.

(a) Risks. Inquire of university administrators, the chief audit executive, the chief compliance and risk officer, and the outside auditors about significant risks or exposures facing the university; assess the steps university administrators have taken or propose to take to minimize such risks to the university; direct the chief audit executive or the chief compliance and risk officer and university administrators, as appropriate, to investigate or review issues related to university risk management and compliance.

(b) Coordinate as necessary the delivery of reports on university compliance and risk management issues by appropriate university administrators to the board.

(c) Controls. Review with the chief compliance and risk officer, the chief audit executive, other university administrators and the outside auditors, as applicable the adequacy of the university's internal controls and any related recommendations.

(d) Laws and regulations. Periodically review with the general counsel and, if applicable, the chief compliance and risk officer, the chief audit executive, or other university administrators any legal and regulatory matters that may materially impact university programs, operations, or finances.

(e) Codes of conduct. Periodically review with the chief compliance and risk officer, the chief audit executive, or other university administrators, as applicable, the university's conflict of interest, conflict of commitment, scholarly misconduct, and ethical conduct policies and procedures for compliance with applicable law and to ensure that such policies are current, easily accessible and understandable, and widely communicated.

(f) Alerts. Periodically review with university administrators the established procedures for the receipt of information, anonymous or otherwise, the potential violation of applicable laws and/or university conflict of interest and conflict of commitment polices, and the process to investigate and address such issues, if they were to occur.

(v) General. Perform such other functions as may be required by law, the university of Akron board of trustees' bylaws, or the university of Akron board of trustees.

(i) Reporting. The audit and compliance committee regularly shall apprise the board of its activities and recommendations.

(6) The chairperson of the board and the president of the university shall be ex-officio members of each standing committee. Whereas the chairperson shall have power to vote, the president shall be without power to vote. Questions involving assignments or duties of committees of the board shall be decided by the chairperson.

(7) Between meetings of the board, the board may request its standing committees to make recommendations within their respective assigned areas of responsibility as they deem necessary and to report any recommendations they make by virtue of this authority to the board at a regular or special meeting for consideration by the board. Committees shall not be empowered to act for the board; but committees may act or recommend action, subject to approval or ratification by the board. It is the purpose of this provision to establish that the board shall conduct its business and take official action only at regular or special meetings of the board as provided in these bylaws. Moreover, each individual committee shall review periodically its charge and work with a view of keeping with best practice.

(B) Special committees.

Special committees may be appointed by the chairperson for such purposes as the board may, from time to time, authorize and direct.

(C) Advisory committees.

Advisory committees may, from time to time, be authorized by the board and appointed by the chairperson for permanent or temporary service in a consultative or advisory capacity. Persons who are not members of the board shall be eligible for membership thereon.

Last updated May 1, 2023 at 8:37 AM

Supplemental Information

Authorized By: 3359.01
Amplifies: 3359.01
Prior Effective Dates: 5/28/2005, 1/31/2015

Rule 3359-1-04 | Meetings of the board.

• Effective: August 23, 2021
• Promulgated Under: 111.15

(A) Meetings.

(1) Regular meetings shall be held in accordance with meeting schedules adopted and, from time to time, amended by a vote of the majority of the board. The time and place of meetings shall be set by the board.

(2) Special meetings shall be called by the secretary upon the request of the chairperson or any two members of the board on not less than five days' notice. Emergency meetings may be called by the secretary upon request of the chairperson in accord with the provisions of Ohio law respecting public meetings.

(3) Unless otherwise specifically stated in the notice of the meeting, any business may be transacted at any meeting of the board.

(4) 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.

(B) Quorum.

(1) For all regular, special, and emergency meetings of the board, a majority of the board, when duly convened, shall constitute a quorum as provided in section 3359.01 of the Revised Code.

(2) For committee meetings of the board, any three voting members of the committee shall constitute a quorum; and when such quorum is established in this manner, only those voting members of the committee may vote upon recommendations of the committee.

(a) In the event fewer than three voting members of a committee shall be present, the quorum may be established with at least one voting member of the committee plus any two additional voting members of the board of trustees who shall be in attendance at the committee meeting. When quorum is established in this manner, all voting members of the board of trustees present at such committee meeting shall be entitled to vote upon recommendations of the committee.

(b) All members of the board of trustees may attend any meeting of any committee of the board of trustees.

(C) Electronic meeting attendance.

(1) "Electronic communication" means live, audio-enabled communication, as further defined in division (A) of section 3345.82 of the Revised Code, which permits trustees to attend meetings remotely.

(2) Trustees may attend board meetings via electronic communication, subject to the following requirements:

(a) A trustee shall attend in person at least one-half of the regular meetings of the board annually; and

(b) All meetings conducted using electronic communication shall meet the following minimum standards:

(i) At least one-third of the trustees attending the meeting shall be present in person at the place where the meeting is conducted;

(ii) All votes taken at the meeting shall be taken by roll call vote; and

(iii) A trustee who intends to attend a meeting via means of electronic communication must notify the chair of that intent not less than forty-eight hours before the meeting, except in the case of a declared emergency.

(3) A trustee who attends a meeting via means of electronic communication will be considered to be present at the meeting, will be counted for purposes of establishing a quorum, and may vote at the meeting, consistent with the authority of division (C) of section 3345.82 of the Revised Code.

(D) Order of business.

Unless otherwise ordered by the chairperson, the usual order of business at regular meetings shall be as follows:

(1) Call to order.

(2) Report of the chairperson.

(3) Report of the president.

(4) Consideration of minutes of previous meeting(s).

(5) Consideration of recommendations of standing committees.

(6) Report of special, advisory or other committees.

(7) Unfinished business.

(8) New and miscellaneous business.

(9) Special presentation(s).

(10) Adjournment.

(E) Rules of Order.

The most current edition of "Robert's Rules of Order" shall be accepted as authority on all questions of parliamentary procedure not determined by these bylaws. Any motion shall be reduced to writing upon request of a member. The chairperson shall have authority to rule on all questions of order and answer parliamentary inquiries. The chairperson may appoint a parliamentarian, who may or may not be a member of the board, to consult with and advise the chairperson, other officers, committees, and members on matters of parliamentary procedure. However, the chairperson has a duty to make a final ruling on all questions of order and, in doing so, has the right to follow the advice of the parliamentarian, or to disregard it.

Last updated August 23, 2021 at 8:19 AM

Supplemental Information

Authorized By: 3359
Amplifies: 3359
Prior Effective Dates: 1/31/2015

Rule 3359-1-04.1 | Open meetings.

• Effective: August 24, 2015
• Promulgated Under: 111.15

(A) The board of trustees shall comply with all provisions of the Ohio open meeting law set forth in section 121.22 of the Revised Code.

(B) The chair of the board of trustees of the university of Akron shall, at a regular springtime meeting of the board, announce the time, date and place for the regularly scheduled meetings of the board of trustees for the succeeding fiscal year, commencing July first and lasting twelve months, and shall, at each scheduled meeting of the board, announce the time, date and place of the next scheduled meeting of the board.

(C) The secretary or assistant secretary of the board of trustees shall place on file in the university library and post in the board office and on the board's website the schedule of regular meetings as announced by the chair of the board.

(D) A representative of the media may request notification of regularly scheduled meetings for the year beginning July first and ending June thirtieth by submitting to the secretary or assistant secretary of the board a sufficient number of self-addressed, stamped envelopes in which to mail such notices or by submitting an email address or fax machine phone number.

(E) Any person desiring notification of regularly scheduled meetings of the board of trustees may receive same (for twelve months) by depositing with the secretary or assistant secretary of the board a sufficient number of self-addressed, stamped envelopes in which to mail such notification or by submitting an email address or fax machine phone number.

(F) In the event of any change in the calendar of regularly scheduled meetings of the board of trustees during the year commencing July first and ending June thirtieth, the chair and the secretary or assistant secretary of the board shall provide notice of such change no later than one week prior to the next regularly scheduled meeting.

(G) The secretary or assistant secretary of the board of trustees shall, upon receipt of notice from chair of the board of trustees, members of the board of trustees or the president of the university, of the scheduling of a special meeting of the board of trustees or of a meeting of a committee where five or more members of the board are expected to attend, but in no event later than twenty-four hours prior to the commencement of the meeting, notify representatives of the media and all other persons who have so requested of the date, time, place and stated purpose of the meeting using self-addressed, stamped envelopes, email addresses or fax machine phone numbers provided by the aforementioned representatives or other persons. In the event of an emergency situation where twenty-four hour notification is not possible, the secretary or assistant secretary shall verbally notify such media representatives by telephone call to the local telephone number specified by such media representatives and shall record the fact of such notice in the minutes of the meeting.

(H) Persons desiring notice of any regular or special meeting of the board of trustees at which specific subject matters designated by the person desiring notice are included in the agenda of the meeting, may request such notice in writing to the secretary or assistant secretary of the board, including with the request a sufficient supply of self-addressed, stamped envelopes for mailing the notice or an email address or fax machine phone number.

(I) The secretary or assistant secretary of the board may rely on the assistance of any member of the university staff, and any such notice is complete if given by such staff member in the manner provided herein.

Last updated August 13, 2021 at 10:44 AM

Supplemental Information

Authorized By: 3359
Amplifies: 3359

Rule 3359-1-05 | President of the university.

• Effective: December 17, 2022
• Promulgated Under: 111.15

(A) The board shall elect a president of the university to hold office at its discretion, in accord with its authority set forth in section 3359.03 of the Revised Code. The following procedures shall serve to guide the selection process, unless revised as provided herein.

(1) In recognition of the legitimate concerns and interests of faculty, staff, academic and senior administration, students, alumni and community leaders, the search committee will involve such appropriate constituencies in the search process as follows:

(a) Prior to the invitation for nominations or applications of candidates, the presidential advisory and screening committee shall offer university constituency groups the opportunity to provide input concerning the proposed criteria, process and scheduling for the search process. The representative constituency and advisory groups may include, but are not limited to a representative from: the council of deans; department chairs; faculty senate; senior administration; contract professional advisory committee (CPAC); staff employee advisory committee (SEAC); university council; the Akron chapter of the American association of university professors (Akron AAUP); students, and community leaders.

(b) The board will consider the recommendations from all constituency groups, but retains the final authority to determine the criteria, process and schedule for the search.

(2) Pursuant to the bylaws of the board of trustees, the chairperson of the board shall name four voting trustees as a presidential advisory and screening committee with the following responsibilities:

(a) To make initial and ongoing recommendations to the full committee regarding the criteria, process, and scheduling for the search for the president;

(b) To recommend executive search firms for consideration by the full committee; and

(c) To conduct those activities related to the search as may be assigned by the chairperson of the search committee.

(3) The presidential search committee shall consist of:

(a) The entire board of trustees, including student trustees and advisory trustees, convened as a committee of the whole; and

(b) The elected leader (i.e. president or chair) of the following constituency groups:

(i) University council;

(ii) Faculty senate;

(iii) CPAC;

(iv) SEAC;

(v) Undergraduate student government; and

(vi) Akron AAUP.

(c) Members of the search committee who are not members of the board of trustees shall be required to execute a confidentiality agreement as a condition of participating on the search committee.

(d) Members of the search committee shall participate in all discussions and meetings of the presidential search committee and shall have access to all presidential search materials.

(4) The search committee shall recommend by consensus those individual(s) to be considered for employment as president by the board of trustees.

(5) The foregoing procedures for the selection of the president by the board of trustees shall not be construed to limit, reduce, modify or relinquish any authority, responsibility, or discretion of the board to employ the president and govern the university consistent with the powers conferred upon the board by law. The board has the final authority to select and employ the president. Notwithstanding anything herein to the contrary, these procedures shall not be deemed to be mandatory, but shall be considered directory in nature; and, may be revised, in whole or in part, upon a majority vote of the board of trustees at any regular or special meeting, without the necessity of prior notice thereof.

(B) The president is the executive head of all university colleges, branches, schools, and departments and thus, responsible for general supervision of all its interests. Within general policies of the board, the president shall lead in fostering and promoting education, instruction, research and scholarly activity, and public service as its primary aims. Each year the president shall submit to the board a report on the institution's activities, plans, current and future needs and other relevant data. The president shall attend all meetings of the trustees and address to them matters of institutional importance. The president is the official medium of communication between the university, the board and its committees, possessing the exclusive right to transmit proposals from the faculty and staff--either as a group or as individuals--to the board. This exclusive right of the president shall not abridge the right of trustees to communicate directly with faculty, staff, or other employees of the university; and, no employee shall incur any penalty or sanction whatsoever in connection with such communications.

(C) By virtue of administrative assignment, the president is a member of the faculty senate and of each college faculty and thus, may preside at every meeting thereof, if the president so wishes. The president shall appoint all committees of the faculty senate unless their memberships are designated by rule. The president shall see that measures of the faculty senate, which have been properly submitted to and approved by the board, are implemented and shall ensure that directives of the board relative to internal administration are carried out.

(D) The president has authority in all matters of student discipline in accordance with the rules and regulations of the board. The president shall oversee preparation of the annual budget and advise the board on all financial matters; shall preside at commencement and all other public academic occasions; and shall confer such appropriate degrees and honors of all colleges and schools as are granted by the institution. The president shall have authority and responsibility to oversee intercollegiate athletics and ensure compliance with NCAA and conference rules. The president shall oversee and foster relationships with legislative representatives, community, and municipal leaders, state and national higher education officials, professional associations, other educational institutions, business leaders, and other various publics of the university and higher education. The president shall assume a primary role in fund raising on behalf of the university.

(E) The board delegates authority to the president or the president's designee(s) to employ, set compensation for and remove all full-time administrative officers, faculty, contract professionals and unclassified staff members, other than those individuals whose employment is pursuant to a personal multi-year employment agreement, and all part-time employees and classified staff. Any authority or responsibility of the president may be delegated by the president to any other full-time administrative officers, members of the faculty or contract professionals of the university, subject to any limitations set forth by action of the board of trustees. Delegation of appointing authority or responsibility shall be in writing and shall be reported to the board of trustees by the president.

(F) The president is authorized and empowered to compromise, adjust, and settle any and all claims, actions, causes of action, demands, costs, expenses, and any and all other damages in connection with any lawsuit filed for or against the university in an amount not to exceed two hundred fifty thousand dollars, upon such terms and conditions as the president shall deem reasonable and best. All such settlements shall be made in privileged consultation with the chair of the board of trustees, the chair of the finance and administration committee of the board of trustees, and the general counsel. All such settlements shall be subject to any necessary approval of the attorney general and the court in which the action is pending, and such other requirements as are mandated by law. Further, the president is empowered to execute such agreements of settlement and perform such acts as are reasonable and necessary to effect this settlement authority.

(G) When in the judgment of the president the safety and well-being of students, faculty or staff, or university property is endangered, or when necessary to comply with the requirements of federal or state laws or regulations or when circumstances require the promulgation of rules without the benefit of prior review and approval of the board of trustees and/or the faculty senate and university council, the president, upon advice of the general counsel, is authorized and empowered to promulgate rules for the governance of the university and provide for filing of such rules in compliance with section 111.15 of the Revised Code. The president shall immediately inform the board of trustees and when appropriate the faculty senate and university council of any rules promulgated pursuant to this authority.

(H) Subject to the authority of government vested by law in the board of trustees, the authority and responsibility for the internal administration of the university is delegated to the president of the university of Akron and shall in fact be exercised by the president. The president may consult extensively with appropriate student, faculty, employee, and administrative groups. However, administrative decisions in all matters of operation of the university of Akron shall be the responsibility of the president, subject to appropriate review and/or approval by the board of trustees, notwithstanding any other delegation of authority or responsibility to any student, faculty, employee, or administrative group. Any delegation of authority by the president shall be accompanied by appropriate standards of guidance in the exercise of such delegated authority and shall be accompanied by periodic review.

(I) For reasons of protocol or otherwise, the president shall have the right to execute or by express written direction to delegate the authority to execute any contract. Contracts may only be executed on behalf of the university of Akron as authorized in the bylaws, regulations, and rules of the board; and except as expressly provided, no employees, agents, or other representatives whatsoever of the university of Akron shall have any contracting authority to bind the university of Akron. Contracts shall not be authorized unless executed in accord with policies and rules established by the board and the president. Except for routine contracts and purchases authorized by rules of the board, contracts shall be reviewed for legal form and sufficiency by the office of general counsel prior to their execution.

(J) When authorized by the board of trustees, the president may serve on corporate boards in a representative capacity on behalf of the university. In such instances, the president shall keep the board of trustees informed regarding such activities and shall consult with and obtain prior approval from the board of trustees, unless otherwise authorized by the board of trustees, regarding the president's participation in any change in the mission, governance or legal structure of the entity or any commitment of university assets in connection with the president's service while acting in a representative capacity with the entity. For purposes of this provision, the term "assets" shall be liberally and broadly construed to include anything of value, including but not be limited to capital, real or personal property, financial resources, personnel, "in-kind" contributions as that term is commonly known in higher education, or other such form of value.

Last updated December 19, 2022 at 8:45 AM

Supplemental Information

Authorized By: 3359
Amplifies: 3359
Prior Effective Dates: 9/4/1997

Rule 3359-1-06 | University faculty.

• Effective: October 14, 2023
• Promulgated Under: 111.15

(A) The university faculty shall consist of the president of the university, vice presidents, deans, distinguished professors, professors, associate professors, assistant professors, instructors, part-time faculty, and all others giving instruction for college credit who have been appointed by the board or the board's designee (s) upon recommendation of the president. It shall include, also, such administrative officers and staff members as may be assigned thereto by the board or their designee(s) upon recommendation of the president.

(B) The faculty senate of the university faculty is the legislative body thereof. In accordance with the state of Ohio appropriations budget as regards higher education boards of trustees, the board of trustees may consult with faculty senate about shared collegial academic governance in such fundamental areas as curriculum, subject matter and methods of instruction and faculty research. The board empowers it to formulate and recommend suitable rules, requirements, and procedures for the admission, government, management, and control of the students, courses of study, granting of degrees and certificates, and other internal affairs of the institution necessary to meet the objectives of the university in accordance with the established policies of the board. However in accordance with the state of Ohio appropriations budget as regards higher education boards of trustees, administrative decisions about the utilization of available resources, organizational structure, the operation and staffing of all auxiliary facilities, and administrative personnel shall be the exclusive prerogative of the board of trustees.

(C) The faculty senate shall be composed in the manner set forth in rule 3359-2-02 of the Administrative Code as approved by the board.

Last updated October 16, 2023 at 8:01 AM

Supplemental Information

Authorized By: 3359
Amplifies: 3359
Prior Effective Dates: 12/23/1995