Ohio Adm.Code 3361:10 | Ohio Administrative Code 3361:10 — University of Cincinnati | Administration

Chapter 3361:10-1 Board of Trustees Bylaws

Ohio Adm.Code 3361:10-1-01 Board of trustees bylaws: members of the board of trustees and their powers.

This rule was filed with the Legislative Service Commission in PDF format and is presented here as filed.

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History

Effective: July 13, 2013
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-02 Board of trustees bylaws: representatives to the board of trustees.

(A) Faculty representatives.

(1) The chairperson of the university faculty senate and two elected representatives of the university faculty shall serve as official faculty representatives to the board of trustees with the right to suggest proposals for consideration by the board and the president, and to attend, with voice, all meetings of the board and its committees including academic affairs and finance. Faculty representatives shall not be entitled to attend executive sessions of the board.

(B) Student representatives.

(1) The president of the undergraduate student body shall serve as official student representative to the board of trustees with the right to suggest proposals for consideration by the board and the president, and to attend, with voice, all meetings of the board and its committees. Student representatives shall not be entitled to attend executive sessions of the board.

(2) If, upon being elected to the position, the president of the undergraduate student body shall already be serving as a student member of the board of trustees, he/she shall not be eligible to serve simultaneously as official student representative to the board of trustees. Under such circumstances, the vice president of the undergraduate student body shall serve as official student representative to the board of trustees.

The president of the alumni association, or the president's designee, shall serve as the alumni representative to the board of trustees with the right to suggest proposals for consideration by the board and the president, and to attend, with voice, all meetings of the board and its committees in order that the interests of the alumni association shall be reflected fully and fairly. The alumni representative shall not be entitled to attend executive sessions of the board.

(D) Foundation representatives.

The chair person of the university of Cincinnati foundation, or the chair person's designee, shall serve as the foundation's representative to the board of trustees with the right to suggest proposals for consideration by the board and the president, and to attend, with voice, all meetings of the board and its committees in order that the interests of the foundation shall be reflected fully and fairly. The foundation representative shall not be entitled to attend executive sessions of the board.

Last updated June 4, 2021 at 6:42 PM

History

Effective: February 15, 2008
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-03 Board of trustees bylaws: officers of the board and their duties.

(A) Chairperson and vice chairpersons.

At its last regular meeting in each calendar year, the board shall elect, from voting members of the board, a chairperson and one or more vice chairpersons who shall serve for a term of one year or until their successors are elected.

(B) Secretary.

There shall be a secretary of the board who shall be elected at the last regular meeting of the board in each calendar year.

The board may appoint an executive director of board relations.

(D) Duties of officers.

(1) Chairperson.

The chairperson shall preside at all meetings of the board and shall appoint committees and decide all questions of order. It shall be the chairperson's duty to see that the bylaws are complied with and that the board's orders are properly executed. The chairperson shall, on behalf of and in the name of the university and the board, sign all instruments authorized by the board, except as such duties may be delegated to administrative officers. In the absence of the chairperson, a vice chairperson, and in the absence of a vice chairperson, the chairperson of the finance and administration committee, shall be invested with the powers and discharge the duties of the chairperson.

(2) Vice chairperson.

The vice chairperson shall serve in the absence of the chairperson and shall assist the chairperson at the latter's request.

(3) Secretary.

(a) The secretary shall be the custodian of all records of the board. The secretary shall attest all instruments executed by the chairperson or other authorized person. The secretary shall be the keeper of the seal of the university and shall authenticate by affixing the seal thereto. However, in the absence of the secretary or executive director of board relations, a commissioned notary public may attest instruments executed by the chairperson or other authorized person on behalf of the board, which attestations shall be conclusive proof of the authority to attest such signatures. The seal shall not be required to authenticate any such instrument when the attestation is supplied by a commissioned notary public.

(b) The secretary shall attend and keep minutes of the meetings of the board and its committees, record all votes and the minutes of all proceedings, give notice of all meetings of the board and of its committees, and perform such other duties as may be prescribed by the board, its chairperson, or the president.

(4) Executive director of board relations.

If an executive director of board relations shall be appointed, the secretary may, in whole or part, delegate his/her duties to the executive director of board relations.

(E) Vacancy in office.

(1) In the event of a vacancy in the office of the chairperson, the vice chairperson shall become chairperson.

(2) In the event of a vacancy in the office of the vice chairperson or secretary, the vacancy shall be filled by election at the next regular meeting of the board.

Last updated June 4, 2021 at 6:42 PM

History

Effective: May 29, 2019
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-04 Board of trustee bylaws: meetings.

(A) Open meetings.

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) Regular meetings.

Unless otherwise noticed, regular meetings of the board shall be held on the fourth Tuesday following the conclusion of the committee meetings in August, October, December, February, April, and June at such time and place as shall be designated by the board or by the chairperson.

Committee meetings of the board shall be held at such time and place as shall be designated by the board or by the chairperson. The schedule of regular committee meetings shall be available in the office of the board of trustees located in room 614, university pavilion, university of Cincinnati west campus; phone number: 513/556-3233; fax number: 513/556-5269; email address: board.trustees@uc.edu; mailing address: office of the board of trustees, university of Cincinnati, p.o. box 210062, Cincinnati, Ohio 45221-0062.

(D) Special meetings.

Special meetings of the board shall be called by the secretary upon the request of the chairperson, or any two members of the board, or of the president and one member of the board. The call for a special meeting shall be mailed either by regular U.S. mail or by electronic mail by the secretary, or personal notice given by him/her, as soon as practical prior to the date of the meeting. Such notice shall state the time, location and purpose of the meeting. At special meetings no business shall be transacted except that stated in the agenda.

(E) Notice of meetings.

Information concerning the date, time and place of each regular meeting of the board and its committees, and the date, time, place and purpose of each special meeting of the board and its committees, shall be made available by the executive director of board relations to members of the public during normal business hours in the office of the board of trustees located in room 614, university pavilion, university of Cincinnati west campus; phone number: 513/556-3233; fax number: 513/556-5269; e-mail address: board.trustees@uc.edu; mailing address: office of the board of trustees, university of Cincinnati, p. o. box 210062, Cincinnati, Ohio 45221-0062 and on the board's website at http://www.uc.edu/trustees/meetings. Persons desiring notice of any regular special meetings of the board at which a particular type of public business will be discussed may request such notice in writing to the executive assistant to the board of trustees and senior vice president for administration and finance, including with the request a sufficient supply of self-addressed stamped envelopes for mailing the notice. For special meetings, the executive assistant to the board of trustees and senior vice president for administration and finance shall give the news media that have requested notification at least twenty-four hours' advance notice, except where there is an emergency requiring immediate action, in which case the executive assistant to the board of trustees and senior vice president for administration and finance shall notify said news media immediately of the time, place, and purpose of the meeting.

(F) Quorum.

A majority of the regular members of the board shall constitute a quorum to do business and a majority vote of those present shall be sufficient to adopt any motion or resolution, provided that the vote of a majority of all the board shall be necessary to elect or remove any senior administrative officer or any member of a faculty of the university; to adopt and revise the annual budget; and to amend or rescind a bylaw of the board. A roll call shall be taken upon any action involving the expenditure of money.

(G) Order of business.

The usual order of business at meetings of the board shall be as follows:

(1) Roll call;

(2) Minutes of the previous meeting;

(3) Consideration of action items;

(4) Unfinished and new business; and

(5) Adjournment

(H) Speakers at meetings.

Persons who wish to speak at board or committee meetings shall do so through their representatives or by receiving prior permission through the secretary. Speakers shall be limited to five minutes and shall submit their requests, in writing, at least fourteen days prior to the meeting at which they wish to speak.

(I) Parliamentary authority.

The proceedings of the board, when not otherwise provided for by its bylaws, shall be governed by "Robert's Rules of Order." Every motion shall be reduced to writing upon the request of a member.

Last updated September 1, 2021 at 11:26 AM

History

Effective: April 1, 2019
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-05 Board of trustees bylaws: committees.

(A) Standing committees.

Standing committees, consisting of no fewer than three members each, shall be appointed yearly by the chairperson of the board. The standing committees shall be the academic and student affairs committee, finance and administration committee, audit and risk management committee, government relations committee, governance and internal affairs committee, health affairs committee, the investment committee and the compensation committee. The investment committee shall be constituted in the manner set forth in rule 3361:20-41-03 of the Administrative Code. In addition, there shall be the following standing subcommittee: master planning and facilities subcommittee of the finance and administration committee. The master planning and facilities subcommittee, consisting of no fewer than any three members of the board shall be appointed yearly by the chairperson of the board. The chair of the master planning and facilities subcommittee generally should be a member of the finance and administration committee and the chair of the finance and administration committee generally should be an ad hoc member of the masters planning and facilities subcommittee. The responsibility for each standing committee shall extend, in its sphere, to the east and west campuses and all branches of the university. Each standing committee's actions and/or recommendations shall be reported to the board for information, approval or confirmation.

(1) Academic and student affairs committee action shall be required for:

(a) General policies governing instruction and research;

(b) Appointment and reappointment of deans and academic unit heads, promotion to full professor, granting of tenure, granting of emeritus status, and appointment to the association of graduate fellows;

(d) Student affairs and welfare.

(2) Finance and administration committee action shall be required for:

(a) Appointment of the president and officers excepting academic appointments;

(b) Human resources and matters involving negotiations of collective bargaining agreements;

(d) Salary, wage and benefits policies;

(e) The university's annual operating budget;

(f) Budget transfers in undesignated general or auxiliary funds above the amount of five million dollars and additional appropriations of undesignated general, auxiliary or plant funds, above the amount of five million dollars which are not provided for in the annual budget;

(g) Contracts and modifications thereof in amounts of and greater than five million dollars, and all land purchase or sale contracts for operating real estate shall require finance committee action, regardless of amount;

(h) Changes in the general fee, instructional fees, residence hall room and board rates, apartment rates, and nonresident surcharge;

(i) Establishment of debt instruments issued by the university;

(j) Changes in overall investment policies relating to the receipt, purchase, sale, lease, and exchange of securities, real estate and other tangible property which may be a part of the university's assets held for investment;

(k) University building program and naming of buildings;

(l) General policies respecting equipment, maintenance, operation, and use of the university's physical plant;

(m) Concept approval for all building projects and rehabilitations with an estimated cost over six hundred and five thousand dollars; and

(n) Concept approval for any proposed purchase or sale of land which is or is to be operating real estate.

(o) Receiving information on the following:

(i) All budget transfers of undesignated general or auxiliary funds, and all additional appropriations of undesignated general, auxiliary or plant funds in amounts between one million dollars and five million dollars;

(ii) All contracts, purchase orders, sponsored contracts, sponsored grants and modifications thereof approved by the president in amounts between one million dollars and five million dollars.

(p) The financial limitations of this section shall be automatically increased by ten per cent every three years.

(3) Audit and risk management committee action shall be required for:

(a) Receipt and review of the university's annual financial report.

(b) Receipt and review of all outside audit reports and management letters addressing the system of internal accounting controls.

(d) Assessing recommendations in all audit reports and evaluating the risk associated with conditions cited, versus the cost to implement recommended changes.

(e) Making recommendations to the full board regarding actions to be taken in response to findings in audit reports.

(f) Meeting at least annually with outside independent auditors.

(g) Receiving information on all contacts with state and federal auditors, including the internal revenue service.

(h) Reviewing changes in university accounting principles or reporting procedures that would have a major impact on the university's reported financial condition.

(i) Reviewing changes in university conflicts, conduct and ethics, and compliance policies.

(j) "Overseeing risk management as it relates to compliance with applicable laws and regulations and litigation-related matters."

(k) Questions of law affecting the university, which questions may be referred to the attorney general for an opinion.

(4) Investment committee powers and responsibilities are set forth in rule 3361:20-41-03 of the Administrative Code.

(5) The health affairs committee shall oversee all activities that support the academic mission of the university's academic health center, including the university's relationship with board approved clinical practice plans as well as affiliations with other healthcare providers and health-related academic institutes and programs, and community health and medical affairs.

(6) The powers and responsibilities of the compensation committee are set forth in rule 3361:30-17-01 of the Administrative Code.

(7) The master planning and facilities subcommittee of the finance and administration committee shall oversee the acquisition, disposition, management, lease, maintenance, and improvement of all operating real estate of the university, subject to the provisions of rule 3361:10-1-06 of the Administrative Code;

(8) The governance and internal affairs committee shall oversee the organization, operations and overall effectiveness of the board of trustees. Areas of focus include board structure, including policies, governing principles, agenda setting and succession planning; board performance, including engagement and assessment; board development, including orientation and education; and optimizing the various interfaces with university administration. The governance and internal affairs committee shall also oversee the periodic review, maintenance and amendment of, as well as the interpretation of, the bylaws and rules of the board;

(9) The government relations committee shall oversee the university's public affairs, including its relationships and interactions with elected and other public officials, and with federal, state, county, and municipal governments and their agencies.

(B) Non-standing committees.

Non-standing committees of the board of trustees may be appointed by the chairperson to provide advice or recommendations on matters that are not within the jurisdiction of any standing committee.

The chairperson of the board shall be an ex-officio member of all committees. The president and/or his/her designee shall attend the meetings of all board committees. The vice presidents and other administrators as agreed to by the committee chairperson shall attend those meetings of board committees at which are discussed items of business within their sphere of activity.

Last updated October 27, 2022 at 11:46 AM

History

Effective: May 29, 2019
Promulgated Under: 111.15

Ohio Adm.Code 3361:20-41-03

(A) Purpose

(1) The investment committee shall oversee the management of the university's endowment assets, subject to the investment policies stated in rule 3361:20-41-01 of the Administrative Code, which include the university's obligations under the uniform prudent management of institutional funds act of Ohio (UPMIFA), and such supplementary guidelines as may be approved by the finance and administration committee of the board of trustees.

(2) The investment committee shall oversee the management of the university's temporary investment pool ("TIP") in accordance with the provisions of section 3345.05 of the Revised, policies stated in rule 3361:20-41-01 of the Administrative Code, and such supplementary guidelines as may be approved by the finance and administration committee of the board of trustees.

(B) Voting membership

(1) Voting membership of the investment committee shall be no fewer than five and no more than ten persons, at least two-thirds of whom shall be active in the field of investment management, or have ten years' experience in the field of investment management, and at least two-thirds of whom shall have a close affiliation with the university. The field of investment management is defined by the work experience guidelines for membership in CFA institute.

(2) The chairperson of the board of trustees appoints members to the committee except as provided in paragraph (B)(3) of this rule.

(3) So long as the investments of the university of Cincinnati foundation are managed in one or more common investment pools with the investments of the university of Cincinnati, the board of trustees of the foundation may appoint the greater of three voting members of the committee, or the number of members approximately proportionate to foundation investments in the pools relative to total investments of the pools.

(4) Appointment terms are three years and will not exceed three successive terms.

(5) In making appointments, the chairperson of the board of trustees and the board of trustees of the university of Cincinnati foundation will consider the recommendations of the chairperson of the investment committee and the chief investment officer if those positions have incumbents.

The president, at his or her discretion, may appoint any or all of the following as nonvoting members of the committee: himself or herself; the senior vice president for administration and finance; the vice president for finance; the chief financial officer of the university of Cincinnati foundation; the controller of the university of Cincinnati foundation; and any three other employees of the university or the university of Cincinnati foundation.

(D) Chairperson

(1) The chairperson of the committee will be appointed from among the voting members by either the chairperson of the board of trustees or the board of trustees of the university of Cincinnati foundation, according to whether the university or the foundation has the greatest portion of investments in the common investment pool.

(2) In the event of a tie vote on an issue before the investment committee, the chairperson will cast the deciding vote.

(E) Chief investment officer

(1) The chief investment officer shall manage the university's endowment assets and that portion of the university's TIP not managed by the treasurer with the guidance, advice and oversight of the investment committee regarding policy and strategic direction.

(2) In appointing the chief investment officer, the president will consider the recommendations of the investment committee, and the investment committee will provide assessment of the performance of the chief investment officer to the senior vice president for administration and finance.

(F) Treasurer

(1) The treasurer shall manage that portion of the university's TIP needed to satisfy the day-to-day financial obligations of the university in amounts determined by the treasurer with the guidance, advice and oversight of the investment committee regarding policy and strategic direction.

(2) The treasurer shall be authorized to select, buy, and sell money market securities needed to invest that portion of the university's TIP needed to satisfy the day-to-day financial obligations of the university.

(G) Authorities

(1) Within the authority granted to the investment committee and such supplementary guidelines as may be approved by the investment committee, the chief investment officer, or his or her duly appointed designee subject to the terms and conditions of any delegation of authority, is authorized, without prior approval of the board of trustees or the investment committee, to approve, execute or otherwise enter into contracts or agreements, and modifications thereof and amendments thereto, and to take other actions to:

(a) Retain the services of specialized investment consultants for advice in asset allocation, performance measurement and other services which may be of value in the management of the university's endowment assets;

(b) Retain investment managers;

(c) Retain appraisers, brokers, consultants and such other financial advisers as may be necessary or advisable in the performance of his or her duties;

(d) Enter into custodial arrangements for the safekeeping of endowment securities or other assets;

(e) Buy or otherwise acquire, hold and sell or otherwise dispose of investments, including investment real estate, directly or through instructions to investment managers; and

(f) Request distributions from banks or other persons who act as third-party trustees for funds of which the university is a beneficiary to the full extent provided by law; and to correspond, communicate and, where applicable, give direction to such trustees on investment policies, asset allocation, and all other matters.

(2) The signature of the chief investment officer will be conclusive evidence of his or her authority to approve and execute any and all contracts, leases, deeds, certificates, instruments, delegations, and other documents as may be necessary or advisable to consummate transactions described in paragraph (F)(1) of this rule, and other transactions approved by the investment committee.

(3) The signature of the designee of the chief investment officer when accompanied by a written delegation of authority executed by the chief investment officer, will be conclusive evidence of such designee's authority to approve and execute such contracts, leases, deeds, certificates, instruments and other documents described in such delegation, during the absence, unavailability, or incapacity of the chief investment officer.

(4) All delegations of contracting authority by the chief investment officer pursuant to paragraph (F)(1) of this rule shall be in writing, shall identify the delegate by name, title and/or position of employment, shall describe the scope of the authority provided by the delegation, shall bear the signature of the chief investment officer, and shall expire on the earlier of: (a) the date of expiration contained in the written delegation, (b) the date of death or separation from employment with the university of the chief investment officer making the delegation, (c) the date of death or separation from employment with the university of the delegate, (d) the date written notice of revocation of the delegation signed by the chief investment officer is delivered to the delegate, or (e) the date that is three years from the date of the delegation. The chief investment officer shall provide copies of all such delegations to the board of trustees at the next regular meeting of the board following any such the delegation. No person receiving a delegation of authority from the chief investment officer may further assign or delegate to any other person all or any part of the delegated authority. No delegation of authority by the chief investment officer shall exceed the limits established herein.

(5) All contracts and other documents approved under paragraph (F) of this rule will be reviewed as to form by the office of the general counsel, and the signature of the chief investment officer will be conclusive evidence that such review has taken place.

(H) The investment committee or the chief investment officer will report to the finance and administration committee of the board of trustees:

(1) Quarterly on endowment fund investment performance;

(2) Annually on investment performance and long-range goals of the endowment fund "A", endowment fund "C", and of the university's TIP; and

(3) On other matters as the finance and administration committee requests or as the investment committee deems appropriate.

Last updated January 13, 2025 at 2:34 PM

History

Effective: April 28, 2017
Promulgated Under: 111.15

Ohio Adm.Code 3361:30-17-01

(A) Purpose.

The compensation subcommittee of the board finance and administration committee shall be responsible for the establishment of annual performance goals, for the process of annual performance evaluations and for setting the compensation of the president.,

(B) Membership.

Appointments to this subcommittee will be made yearly by the chair of the board. The subcommittee shall consist of no less than three members appointed from the regular members of the board who are members of the finance and administration committee.

The compensation subcommittee shall:

(1) Review annually the compensation of the president. In connection with this review the subcommittee may request that the senior associate vice president for human resources prepare an analysis of the market-competitiveness of university compensation relative to the compensation at comparable institutions;

(2) For the president, recommend annual performance goals and establish criteria for awarding annual incentive bonuses, prepare a performance evaluation for the previous year and recommend to the chairperson of the board adjustments to compensation based on that evaluation;

(3) Review annually the outside activity reports and outside compensation of the president and the quarterly report prepared by the university of Cincinnati foundation of expenditures on behalf of the president;

(4) Collaborate with the president to review the performance goals and assessments, compensation comparisons and outside activity reports of the president's highest ranking direct reports;

(5) Ensure compliance with university compensation policies and practices and terms of any applicable employment agreements in the exercise of the responsibilities set forth in this section.

Last updated June 8, 2021 at 8:22 AM

History

Effective: November 10, 2017
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-06

(A) No contract, agreement, promise, bank account, or other undertaking in the name of the university of Cincinnati or purporting to be made for, or on behalf of any college, school, department, division or other part of the university of Cincinnati, shall be made by any of its officers, agents, or employees or by any student, faculty, or alumni organization, enterprise, or association whatever, unless the same shall have been first authorized by the board of trustees of the university or in pursuance of authority conferred by the university rules.

(B) Whenever the board of trustees shall have authorized or ratified the making of any contract or the execution of a written instrument of any kind involving a sum or sums in excess of five million dollars, the chairperson or in his/her absence a vice chairperson, and in his/her absence the chairperson of the finance and administration committee, shall, without special authorization by the board, execute and deliver such documents as may be necessary or proper for the performance of the university's obligations thereunder. The signature of a vice chairperson to any such writing shall, when attested and authenticated, as provided in these bylaws, be conclusive as to the absence of the chairperson, and the signature of the chairperson of the finance and administration committee to any such writing shall, when attested and authenticated, as provided in these bylaws, be conclusive as to the absence of the chairperson and a vice chairperson. All instruments executed by the chairperson, vice chairperson or chairperson of the finance and administration committee shall be reported by the secretary at the next regular meeting of the board.

(C) Contracts involving the purchase or sale of operating real estate must be approved by the board of trustees, regardless of amount. Other contracts involving sums of one million nine hundred ninety-six thousand five hundred dollars or less may be executed as follows:

(D) All non-sponsored contracts, purchase orders, and modifications thereof that require the expenditure of funds by the university of amounts greater than five million dollars shall require prior approval of the board of trustees, and shall be executed by the chairperson, vice chairperson or chairperson of the finance and administration committee as authorized in paragraph (B) of this rule, without further approval, unless execution authority is specifically delegated to the president.

(E) Contracts other than those for the purchase or sale of operating real estate involving sums of five million dollars or less may be executed as follows:

(1) Without board of trustees' approval, the president or his/her delegate appointed pursuant to paragraph (F) of this rule shall have the authority to:

(a) Approve all budget transfers in undesignated general or auxiliary funds, and all additional appropriations of undesignated general, auxiliary or plant funds in amounts of four million five hundred dollars or less. The four million five hundred thousand dollar limit may be increased to five million dollars with the verbal or written consent of the chairperson of the finance and administration committee or in his/her absence the vice chairperson of the finance and administration committee, which consent when given by the vice chairperson of the finance and administration committee shall, when attested, be conclusively presumed to have been given in the absence of the chairperson of the finance and administration committee. Under normal conditions written approval shall be preferred. The president shall report all such approvals to the board for information at its next regular meeting.

(b) Approve and execute

(i) Contracts (including term contracts that are the result of ordinary competitive bidding procedure), purchase orders and modifications thereof that require the expenditure of funds by the university of amounts not in excess of four million five hundred thousand dollars; provided that the four million five hundred thousand dollar limit may be increased to five million dollars with the verbal or written consent of the chairperson of the finance and administration committee or in his/her absence the vice chairperson of the finance and administration committee, which consent when given by the vice chairperson of the finance and administration committee and attested as provided in these bylaws shall be conclusively presumed to have been given in the absence of the chairperson of the finance and administration committee. Under normal conditions written approval is preferred.

(ii) Grants, sponsored contracts and other contracts that do not require the expenditure of funds by the university (other than as an incident of performance of the contract), and modifications thereof, in any amount.

The president shall report all such approved and executed contracts, purchase orders, grants or modifications to the board for information at its next regular meeting or at such intervals as the board of trustees shall direct. Such report may be in summary form showing aggregated information for multiple contracts.

(2) Contracting officer.

The general counsel of the university is the university's contracting officer except as specifically provided for herein.

(a) Without board of trustees' approval the contracting officer shall have the authority to execute

(i) Contracts, purchase orders, and modifications and amendments thereto, on behalf of the university that require the expenditure of funds by the university of one million dollars or less;

(ii) Leases of real estate, and modifications and amendments thereto, with the approval of the office managing university investment real estate;

(iii) Contracts for the sale of investment real estate, and modifications and amendments thereto, together with such deeds, certificates, instruments and other documents as may be necessary or advisable to consummate such transactions and perform the obligations created thereby, with the approval of the administrative investments committee;

(iv) Contracts relating to the licensing, sale, assignment, transfer or other disposition of the university's intellectual property rights in inventions, discoveries, patents, and copyrights, with the approval of the chief innovation officer or his/her delegate, and in trademarks, with the approval of the director of licensing; and

(v) Consents, applications, approvals, releases, affidavits, financing statements, certifications, waivers, powers of attorney and other actions of the university as may be necessary in the conduct of the ordinary course of the university's business, with the approval of the president or the appropriate vice president.

The signature of the contracting officer on any of the foregoing documents shall be conclusive evidence of the authority of the contracting officer to execute the same by and on behalf of the board of trustees.

(b) The contracting officer may appoint other officers or employees of the university to serve as assistant contracting officers to whom the contracting officer may delegate some or all of the authority of the contracting officer to execute instruments. The signature of a duly appointed assistant contracting officer on any instrument described in sub paragraph (E)(2)(a) of this rule within the term of such appointment and scope of such delegation shall be conclusive evidence of the authority of the assistant contracting officer to execute the same by and on behalf of the board of trustees.

(c) The contracting officer may appoint attorneys or other agents to attend the closing of real estate transactions and to execute closing documents on behalf of the board of trustees, to act on behalf of the university in prosecuting patent, copyright and other applications, to act on behalf of the university in clearing shipments through customs, and to act on behalf of the university in performing other representative functions; and the signature of any such duly appointed attorney or agent shall be conclusive evidence of his or her authority to execute the same on behalf of the board of trustees. All such appointments shall be in writing and shall be limited in scope and time to the particular transaction.

(3) Without special authorization of the board, the secretary of the board shall have authority to amend this rule every three years, on July first, to reflect a ten per cent increase in the signing authority granted in the foregoing paragraphs of this rule.

(4) Vice president for finance.

Without board of trustees' approval, the vice president for finance shall have authority to execute contracts and change orders for construction projects within the limit of funds appropriated by the board for each project. Contracts and change orders executed by the vice president for finance shall be filed immediately with the contracting officer and/or the office of the board of trustees, as appropriate.

(5) The senior vice president for administration and finance

The senior vice president for administration and finance shall have the same authority to execute instruments as that granted to the contracting officer by paragraph (E)(2) of this rule.

(F) All delegations of contracting authority whether by the president pursuant to paragraph (E)(1) of this rule or by the contracting officer pursuant to paragraph (E)(2) of this rule shall be in writing, shall identify the delegate by name, title and/or position of employment, shall describe the scope of the authority provided by the delegation, shall bear the signature of the president or contracting officer, and shall expire on the earlier of: (1) the date of expiration contained in the written delegation, (2) the date of death or separation from employment with the university of the president or contracting officer making the delegation, (3) the date of death or separation from employment with the university of the delegate; (4) the date written notice of revocation of the delegation signed by the president or contracting officer is delivered to the delegate, or (5) the date that is three years from the date of the delegation. The president and the contracting officer shall provide copies of all such delegations to the board of trustees at the next regular meeting of the board following any such the delegation. No person receiving a delegation of authority from the president or the contracting officer may further assign or delegate to any other person all or any part of the delegated authority. No delegation of authority by the president or the contracting officer shall exceed the limits established herein.

(G) Electronic signatures

(1) Definitions

(a) Authenticity - the assurance that an electronic signature is that of the person purporting to sign a record or otherwise conducting an electronic transaction.

(b) Electronic signature - an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

(c) Electronic transactions - the exchange of an electronic record and electronic signature between the university and a person to:

(i) Consent to release information;

(ii) Purchase, sell or lease goods, services or construction;

(iii) Transfer funds;

(iv) Facilitate the submission of an electronic record with an electronic signature required or accepted by the university; or

(v) Create records formally issued under a signature and upon which the university or any other person will reasonably rely including but not limited to formal communication, letters, notices, directives, policies, guidelines and any other record.

(d) Integrity - the assurance that the electronic record is not modified from what the signatory adopted.

(e) Non-repudiation - proof that the signatory adopted or assented to the electronic record or electronic transaction.

(2) Electronic transactions

(a) This paragraph does not grant contracting authority to any individual or expand authority already granted.

(b) The university shall enact policies governing the use of electronic signatures. Electronic signatures shall only be used in accordance with university policy.

(c) An electronic signature may be accepted in all situations where the requirement of a signature or approval is stated or implied. An electronic transaction entered into pursuant to this rule and policies promulgated hereunder shall be presumed to be valid, and may not be denied legal effect or enforceability solely because it is in electronic form.

(d) The university may, at its discretion, elect to opt out of conducting electronic transactions with any party or in any transaction, for any reason or no reason.

(3) The method of applying electronic signatures shall require a separate and distinct action for each signature. The action may include a series of keystrokes, a mouse click, or other similar action.

(4) The university shall establish procedures to provide authentication, non-repudiation and integrity to the extent reasonable for each electronic transaction.

(5) Records of electronic transactions shall be maintained in accordance with the university record retention schedule for the type of transaction at issue.

Last updated June 4, 2021 at 6:42 PM

History

Effective: February 1, 2019
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-07 Board of trustees bylaws: the annual budget.

(A) The president shall each year present to the finance and administration committee a proposed budget for the ensuing fiscal year. The committee shall review the proposed budget with the president and present it, with any proposed amendments and recommendations, to the board.

(B) The recommended budget shall be considered and adopted in final form as the annual budget by the vote of a majority of all the board. It may be revised during the effective year at the discretion of the board, upon its own initiative or upon recommendation of the president.

(C) Each vice president shall indicate approval or disapproval of all recommendations for budgetary action exceeding two hundred fifty thousand dollars within his/her area of responsibility or of any amount between units within or between vice presidential areas. Vice presidents shall indicate approval or disapproval of all recommendations for all cash transfers, regardless of the amount, within his/her area of responsibility. Vice presidents shall have the power to delegate this authority for budget action approval to designated senior financial administrators holding the rank of assistant vice president or higher. Delegation of authority for cash transactions may only be designated to the direct report of the vice presidents holding the highest financial administrator ranking. The name of the requested delegate shall be submitted for approval to the VP for finance. The name and signature of the person(s) to whom this power has been delegated shall be registered with the office of budget management. All budgetary and cash transfer recommendations requiring vice presidential authorization shall have approval indicated by electronic or handwritten signature of either the vice president or the designated senior administrator, as appropriate to the form documenting the action. The signature shall be in the name of the person signing the form.

Last updated June 4, 2021 at 6:42 PM

History

Effective: July 11, 2016
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-08 Board of Trustees bylaws: reimbursement of expenses for board members.

Trustees shall be entitles to reimbursement for reasonable and necessary expenses while engaged in the discharge of their official duties, including travel and other expenses incurred while attending meetings, other than board of trustees' meetings, as a representative of the board.

Last updated June 4, 2021 at 6:42 PM

History

Effective: April 18, 1990
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-09 Board of Trustees bylaws: adoption, amendment and rescission of the board bylaws and rules of the university.

This rule was filed with the Legislative Service Commission in PDF format and is presented here as filed.

View Rule Text

Last updated July 16, 2025 at 12:56 AM

History

Effective: July 16, 2025
Promulgated Under: 111.15

Chapter 3361:10-5 Organization

Ohio Adm.Code 3361:10-5-01 Organization: the president of the university.

(A) The president of the university shall be elected by and hold office at the pleasure of the board. The president shall be the executive head of the university and charged with the supervision of all its interests and activities.

(B) The president shall preside at commencements and other public occasions. The president shall have the authority to sign such diplomas and certificates and confer such degrees and honors as may be granted by the board unless such authority is rescinded by the board.

(C) The president or the president's designee shall attend all meetings of the board and its committees. The president and the appropriate board committee chairperson shall have the authority to act for and in behalf of the board, when necessary, during the interval between the June and September meetings of the board, provided that any such action of a financial nature shall not exceed the authority granted by paragraphs (E)(2), (E)(3)(a), and (E)(3)(b) of this rule and by rule 3361:10-1-06 of the Administrative Code. All such actions shall be reported to the board at its September meeting.

(D) The president shall present proposed annual budgets, and submit to the board periodically, for its information, an organizational chart of the university. The president shall, preferably at a regular meeting of the board in the fall of every odd-numbered year, submit to it a biennial report for the prior two years.

(E) Without board of trustees' approval, the president or the president's designee shall have the authority to:

(1) Approve all budget transfers in undesignated general or auxiliary funds, and all additional appropriations of undesignated general, auxiliary or plant funds in amounts of four million five hundred thousand dollars. The four million five hundred thousand dollar limit may be increased to five million dollars with the verbal or written consent of the chairperson of the finance and administration committee. Under normal conditions written approval is preferred. The president shall report all such approved transfers and appropriations to the board for information at its next regular meeting.

(2) Approve and execute

(a) Contracts (including term contracts which are the result of ordinary competitive bidding procedure), purchase orders and modifications thereof which require the expenditure of funds by the university of amounts not in excess of four million five hundred thousand dollars; provided that the four million five hundred dollar limit may be increased to five million dollars with the verbal or written consent of the chairperson of the finance and administration committee, or in the absence of the chairperson of the finance and administration committee, the vice chairperson of the finance and administration committee, which consent when given by the vice chairperson of the finance and administration committee and attested as provided in these bylaws shall be conclusively presumed to have been given in the absence of the chairperson of the finance and administration committee. Under normal conditions written approval is preferred.

(b) Grants, sponsored contracts and other contracts which do not require the expenditure of funds by the university (other than as an incident of performance of the contract), and modifications thereof, in any amount.

(3) All delegations of contracting authority by the president to a designee as authorized or provided for in paragraphs (E)(1), (E)(2) and (E)(3) of this rule shall be in writing and otherwise conform to the requirements of paragraph (F) of rule 3361: 10-1-05 of the Administrative Code.

(F) The president shall, upon receipt of written communications to the board from any employee, or from students or from student organizations of the university, transmit the same to the board.

(G) The president or the president's designee shall have authority to approve appointments, promotions and dismissals of employees of the university except as specified by paragraphs (A)(1)(b) and (A)(2)(a) of rule 3361:10-1-05 of the Administrative Code. The president shall be a member of the faculty of each college and division. The president may call special meetings of any college or division faculty or joint meetings of some or all such faculties. The president may preside at any university, college or school faculty meeting. The president shall have authority to appoint such committees as may seem to him or her appropriate.

(H) The president shall have the authority to take whatever action is necessary to maintain discipline at the university and to suspend any employee of the university, which actions shall have immediate effect.

(I) Except as specified by paragraph (A)(2)(b) of rule 3361:10-1-05 of the Administrative Code, the president shall have the authority to adopt necessary and reasonable personnel policies and procedures to amplify the university rules, the rules of the department of administration and finance, and the personnel procedures memoranda of the department of administration and finance. The president may delegate the authority granted by this paragraph.

(J) The president shall have the authority to adopt necessary and reasonable policies and procedures regarding the use of the facilities of the university, which amplify the university rules, and Ohio and federal law. The president shall also have the authority to amend or rescind such policies and procedures.

(K) The president shall have the authority to develop administrative guidelines and procedures to implement the rule on short-term loans, including such matters as the maximum dollar amount of all short-term loans and the administrative service fee assessed such short-term loans. The president may delegate the authority granted by this paragraph.

(L) The president shall have the authority to establish reasonable and necessary fees, and the process for assessing and refunding such fees, pursuant to paragraphs (B), (C), and (D) of rule 3361:20-31-01 of the Administrative Code.

(M) The president shall have the authority to establish and modify university parking rates and fines and to promulgate rules which implement the administration of parking pursuant to rule 3361:70-5-01 of the Administrative Code.

(N) The president shall recommend to the board for approval the appointment of any additional deans, directors or administrative officers as the president may deem necessary.

(O) The president shall have the authority to:

(1) Adopt amendments to any university rule which:

(a) Would clarify or correct the language of the rule but would not constitute a substantive change; or

(b) Would conform the rule to applicable laws or regulations.

(2) Adopt, amend or rescind rules which implement actions approved or taken previously, by the board of trustees. These adoptions, amendments and rescissions shall be effective as provided in section 111.15 of the Revised Code.

(3) Adopt, amend or rescind internal management rules, as defined and pursuant to section 111.15 of the Revised Code and which shall be effective as provided in that section.

Any rules adopted, amended or rescinded by the president under the authority granted by this paragraph shall be reported to the board of trustees for information at its next regular meeting.

(P) The president shall have authority to designate "employing units" for the university as such term is defined in division (A)(2) of section 145.297 of the Revised Code for purposes of early retirement incentive plans under the Ohio public employees retirement system.

Last updated June 5, 2021 at 3:36 AM

History

Effective: December 5, 2009
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-06

(E) Contracts other than those for the purchase or sale of operating real estate involving sums of five million dollars or less may be executed as follows:

(1) Without board of trustees' approval, the president or his/her delegate appointed pursuant to paragraph (F) of this rule shall have the authority to:

(b) Approve and execute

(2) Contracting officer.

The general counsel of the university is the university's contracting officer except as specifically provided for herein.

(a) Without board of trustees' approval the contracting officer shall have the authority to execute

(i) Contracts, purchase orders, and modifications and amendments thereto, on behalf of the university that require the expenditure of funds by the university of one million dollars or less;

(ii) Leases of real estate, and modifications and amendments thereto, with the approval of the office managing university investment real estate;

(4) Vice president for finance.

(5) The senior vice president for administration and finance

The senior vice president for administration and finance shall have the same authority to execute instruments as that granted to the contracting officer by paragraph (E)(2) of this rule.

(G) Electronic signatures

(1) Definitions

(a) Authenticity - the assurance that an electronic signature is that of the person purporting to sign a record or otherwise conducting an electronic transaction.

(b) Electronic signature - an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

(c) Electronic transactions - the exchange of an electronic record and electronic signature between the university and a person to:

(i) Consent to release information;

(ii) Purchase, sell or lease goods, services or construction;

(iii) Transfer funds;

(iv) Facilitate the submission of an electronic record with an electronic signature required or accepted by the university; or

(d) Integrity - the assurance that the electronic record is not modified from what the signatory adopted.

(e) Non-repudiation - proof that the signatory adopted or assented to the electronic record or electronic transaction.

(2) Electronic transactions

(a) This paragraph does not grant contracting authority to any individual or expand authority already granted.

(b) The university shall enact policies governing the use of electronic signatures. Electronic signatures shall only be used in accordance with university policy.

(d) The university may, at its discretion, elect to opt out of conducting electronic transactions with any party or in any transaction, for any reason or no reason.

(4) The university shall establish procedures to provide authentication, non-repudiation and integrity to the extent reasonable for each electronic transaction.

(5) Records of electronic transactions shall be maintained in accordance with the university record retention schedule for the type of transaction at issue.

Last updated June 4, 2021 at 6:42 PM

History

Effective: February 1, 2019
Promulgated Under: 111.15

Ohio Adm.Code 3361:10-1-05