3335-117-01 Composition and administration of the board.

1. The Ohio State University board of trustees ("the university board") hereby establishes a body to be known as the Ohio State University - Lima board of trustees ("the Lima board").
   1. The Lima board shall be composed of ten members appointed by the university board in consultation with the president of the university.
   2. Nine members shall be private citizens who reside within the area served by the institution. One member of the Lima board shall be a student who is currently enrolled and in good standing at the Lima campus. The student member shall have no voting power on the board.
   3. Citizen members shall be appointed for terms of three years. Terms will be staggered so that three terms end each year. In case a vacancy develops, the university board may appoint a citizen member to fill the remaining part of the unexpired term. No citizen member shall serve more than three terms, consecutive or otherwise. (In determining eligibility for reappointment, an initial appointment of two years, or more, shall be construed as a term.)
   4. The student member shall serve a term of one year, and is eligible for reappointment as long as he or she remains a student in good standing at the Lima campus.
   5. Terms of the appointed members shall begin on July first.
   6. Members of the Lima board shall serve without compensation but may be reimbursed for expenses incurred in the performance of their duties. Members of the LIma board shall be provided immunities or indemnification against any claims of liabilities which may arise from the performance of their duties to the full extent permitted by law.
   7. The dean/director of the Lima campus shall assist the chair of the Lima board in establishing board agendas and priorities and shall provide such staff services and other assistance as the board may require. The dean/director may attend all meetings of the board.
   8. The provost or the provost's designee, in cooperation with the dean/director, shall serve as the liaison between the Lima board and the various colleges and departments of the university, and may attend all meetings of the Lima board
   9. The chair of the LIma campus faculty assembly shall serve as a resource person for the Lima board and, in order to serve that function, may attend all public meetings of the Lima board.

3335-117-02 Nominations.

The objective of regional campus board member selection is to continually ensure a strong, independent group of dedicated members with a diverse background, representing a range of professions, experiences, and geographical regions that the campus serves.

1. All members of the Lima board will be appointed by the Ohio state university board of trustees, in consultation with the president of the university, Lima board, and the campus dean/director.
2. The following criteria shall guide the Lima board in its nominations of community members:
   1. Resides in the primary service area of the campus and is well acquainted with the region;
   2. Has a strong interest in the Lima campus and in the Ohio state university;
   3. Has a record of community service;
   4. Consideration should be given to nominating individuals from diverse parts of the service district with diverse professional expertise and perspectives; and
   5. Employees of the university, employees of the James A. Rhodes state college, and members of the board of the James A. Rhodes state college are ineligible to serve as citizen members.
3. The student member should be a student in good standing, with an active interest in improving the campus, and who is willing to inform him or herself about the needs, interests, and concerns of other students. However, in the capacity as a board member, the role is as that of any other board member - to balance the needs and issues of all constituencies in their deliberations - not to represent a single constituency.
4. Nominations will be communicated to the university board through the president no later than April twentieth of each year so that the university board may make appointments at its May meeting.

3335-117-03 Vacancies and removal.

1. Vacancies shall be filled by the university board of trustees in the same manner and subject to the same qualifications as appointments for full terms.
2. Members of the Lima board serve at the pleasure of the university board of trustees.

3335-117-04 Powers and duties.

The Lima board shall serve in an advisory capacity in oversight of the Lima campus. Subject to the authority and periodic review of the university board, the Lima board shall:

1. Ensure maintenance of key relationships with external constituencies:
   1. Develop support for the Lima regional campus in its service area;
   2. Advise the dean/director concerning Lima's local service area educational needs and the perception of university programs;
   3. Be knowledgeable about the Ohio state university, in general, and, in particular, at its interface with the Lima campus;
   4. Serve as a knowledgeable and effective advocate with the state legislature and state and local agencies for the Lima campus and for the Ohio state university, in general, when appropriate; and
   5. Ensure effective coordination with the board of the James A. Rhodes state college in all areas of common interest.
2. Ensure proper direction for the Lima campus, e.g., through input and review, where appropriate, of the strategic plan, master plan, student affairs plan, safety and security plans, etc., and to ensure performance and progress monitoring. The Lima board shall have no jurisdiction with respect to faculty. The hiring, evaluation, promotion, tenure status, duties and responsibilities, and compensation of faculty shall be conducted in accordance with established university rules.
3. To ensure that the university board of trustees meets its governance obligations under Ohio law, the Lima board will advise the dean and director on matters relating to annual budgets, capital projects, and tuition and fees proposals.
   1. The appointment of the dean/director will be approved by the university board of trustees in accordance with rule 3335-3-291 of the Administrative Code.
   2. The university board of trustees will continue to hold the Ohio state university president responsible for the conduct of academic programs and for ensuring that the regional campus is operated in a manner consistent with university policy and procedures, as well as state and federal law.

3335-117-05 Meetings.

1. Regular meetings of the Lima board shall be held on such schedule as may be established by the board, at times which shall be set and publicly announced.
2. Special meetings may be called at the direction of the chair, or shall be called by the chair at the request of three members of the Lima board, provided that notice to all board members shall be given not less than five days prior to the meeting and publicly announced.
3. Except as otherwise specified in these bylaws, all meetings of the Lima board and its committees shall be conducted in accordance with the latest revision of "Robert's Rules of Order."
4. Meetings of the Lima board shall be open to the public, except for executive sessions called for reasons permissible under Ohio law.
5. A majority of the current membership of the Lima board shall be necessary for a quorum.
6. Conflict of interest. Now trustee shall participate in deliberations on a university contract, action or transaction when the trustee has a financial or personal or fiduciary interest in any person or entity affected by such contract, action or transaction. The trustee having the prohibited interest shall make full disclosure thereof and shall abstain from any deliberations on any such matter. Trustees shall file with the board office on or about August first of each year, on a form prepared by the secretary of the board, a full disclosure of any financial or fiduciary interest the trustee, a member of the trustee's family, or any business associate of the trustee may have in any service provider who may be qualified to do business with the university.
7. Motions may be passed by a majority of the voting members present.

3335-117-06 Officers.

1. The executive committee shall consist of the chair, vice chair, and a recording secretary of the board. These officers shall be elected annually, by July first, by the Lima board. No officer may serve more than two consecutive, one-year terms in the same office.
2. The chair shall preside at all meetings of the board, shall appoint members of any committees created by the board, shall serve as an ex-officio member of all standing and special committees, and shall approve the agenda for all board meetings.
3. The vice chair shall perform the duties and exercise the powers of the chair during the absence of the chair or in the event of the chair's inability to act.
4. The recording secretary shall be responsible for ensuring minutes of board meetings are produced and maintained; for ensuring trustee members are kept informed about board activities and campus issues; for ensuring correspondence of the board is properly conducted; and for forwarding board minutes to the Ohio state board office in a timely fashion.

3335-117-07 Committees.

The Lima board shall establish an academic affairs and student life committee, a finance committee, a campus facilities and planning committee, and an external relations committee. Committees work on behalf of the board. As a result, any action or recommendation of a committee should have full board approval.

1. The academic affairs and student life committee shall consist of three Lima board members, appointed annually by the chair of the board. It will monitor all services provided to students to ensure they are in line with established priorities and strategies and consistent with Ohio state university guidelines in general. This committee shall be responsible for advising the Lima board on student life matters.
2. The finance committee shall consist of three board members appointed annually by the chair of the board. The finance committee shall be responsible for advising the Lima board on campus financial matters.
3. The campus facilities and planning committee shall consist of three Lima board members, appointed annually by the chair of the board. This committee will monitor progress on the campus master plan to ensure it is in line with established priorities and planned strategies. This committee shall be responsible for advising the Lima board on campus planning and capital projects.
4. The external relations committee shall consist of three Lima board members, appointed annually by the chair of the board. This committee will serve as the main link between the university and the community and will be most actively engaged coordinating the board's duties as outlined in rule 3335-117-04 of the Administrative Code: developing support for the Lima regional campus in this service area, serving as knowledgeable and effective advocates with the state legislature and state and local agencies for the Lima campus, and for the university in general when appropriate, bringing the concerns of the community to the university.
5. The Lima board may, by majority vote, establish ad hoc committees for particular defined purposes and particular defined durations. (B/T 7/8/94, B/T 7/11/2003)