ÌÇÐÄÔ­´´

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Section 1 - Trustees of the University

A.ÌýÌý Trustees. The ÌÇÐÄÔ­´´ Board of Trustees, governed by the Ohio Revised Code, shall be comprised of eleven trustees, made up of nine voting trustees and two student trustees, who shall be appointed by the governor, with the advice and consent of the senate, with terms of office as articulated in the Ohio Revised Code.

B.ÌýÌý Voting trustees. Voting trustees are appointed by the Governor, do not include student trustees or national trustees, and are the only trustees authorized to vote on business coming before the Board.

C.ÌýÌý Student trustees. Student Trustees have the special responsibility to stay connected with students and student groups to be the voice of the student body in Board deliberations.

1.ÌýÌý Student trustees cannot vote on business coming before the Board.

2.ÌýÌý Student trustees may be appointed as voting members of standing and special committees.

3.ÌýÌý In addition to participating in public board meetings, student trustees may participate in executive sessions in matters not involving personnel or collective bargaining, at the discretion of the chair.

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Section 2 – National Trustees

A.ÌýÌý National trustees. To take advantage of the diverse talents and experiences of former trustees and alumni of ÌÇÐÄÔ­´´, the position of national trustee has been established in accordance with the following guidelines:

1.ÌýÌý National trustees should typically be alumni of ÌÇÐÄÔ­´´ or past members of the Board of Trustees who possess specific skills, experiences, or institutional knowledge that assist the Board in its oversight of ÌÇÐÄÔ­´´.

2.ÌýÌý No more than six national trustees may serve concurrently on the board. National trustees shall be nominated by the Executive Committee and shall be appointed and may be removed prior to the conclusion of their terms, by an affirmative vote of the Board of Trustees, subject to the following:

a.ÌýÌý One national trustee shall also be a currently serving member of the board of directors of Premier Health of Dayton, Ohio, subject to the same term limitations as all national trustees.

b.ÌýÌý In the event the national trustee from Premier Health is no longer serving on the Premier Health Board of Directors, he or she shall also be removed as a national trustee and replaced by an individual who is a current member of the Premier Health board.

3.ÌýÌý National trustees serve for one three-year term and may be reappointed for one additional three-year term. Reappointment of a national trustee is not automatic; appointment and reappointment decisions are made after considering the overall expertise needs of the Board.

4.ÌýÌý National trustees serve as uncompensated advisors to the board and may participate in all board activities. However, national trustees cannot vote at meetings of the board and may not serve as officers of the board.

5.ÌýÌý National trustees may be assigned to standing or special committees but may not serve as chairs of standing committees. Further, national trustees may not vote on any committee business that commits or binds the University in any way.

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Section 3 – General Powers

A.ÌýÌý The Board of Trustees shall take any action necessary for the creation, maintenance, and continuous operation of the university according to these bylaws, board policies, and Ohio law. In addition, the board shall:

1.ÌýÌý Approve all contracts to which the University is a party, except where such authority has been delegated by the board to the President or administration.

2.ÌýÌý Review, approve, and amend, all capital and operating budgets of the University, which includes setting student tuition and fee rates as permitted by Ohio law.

3.ÌýÌý Exercise oversight to ensure University expenditures are made pursuant to applicable laws, regulations, policies, and approved budgets.

B.ÌýÌý The Board of Trustees may, by affirmative adoption of a resolution, delegate authority to one or more individual voting trustees or University officials for certain of these functions.

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Section 4: Trustee Expectations, Ethics, and Limitations of Authority

A.ÌýÌý Ethics and Conflicts of Interest. All trustees shall follow the Ohio Ethics Laws, as set forth in the applicable provisions of the Revised Code, notably including Chapter 102, sections 2921.42 and 2921.43 of the Ohio Revised Code. In addition, the board shall adopt and periodically review a policy on ethics and conflicts of interest to govern all trustees.

B.ÌýÌý Responsibilities of Trustees. The Board of Trustees shall adopt and periodically review a board policy that establishes guidelines and responsibilities of trustees.

C.ÌýÌý Limitations on authority. No individual trustee or committee of the board shall have authority to commit or bind the board or University to any policy, action, agreement, or contract unless specifically authorized by action of the Board of Trustees.

D.Ìý Indemnification. Trustees and members of board committees shall be entitled to legal defense and indemnification against any claims or liabilities which might arise from the performance of their duties on behalf of ÌÇÐÄÔ­´´, to the fullest extent permitted by Ohio law.

E.ÌýÌý Reimbursement of expenses. All trustees and members of board committees shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties on behalf of the University. Expenses shall be pre-approved, submitted for reimbursement, and paid in accordance with applicable University policies.

F.ÌýÌý Gifts. In accordance with Ohio law, no trustee, and no member of any board committee, shall solicit or accept, directly or indirectly any gift, loan, discount, or any item of substantial monetary value from any person or company that is seeking a relationship with, or currently has a relationship with, ÌÇÐÄÔ­´´. Gifts, meals, and accommodations of a reasonable and normal value which are provided to all University employees may be accepted.

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Section 5: Officers of the Board

A.ÌýÌý Number and title. The officers of the Board of Trustees shall consist of a chair, vice chair, and treasurer. No officer of the board shall hold more than one board office at any time. The board may elect such other officers as it may deem desirable and as the interests of the university may require, with such authority and responsibility as may be delegated by the board.

B.ÌýÌý Chair. The chair shall preside at all meetings of the board and shall sign the minutes of board proceedings. In addition:

1.ÌýÌý After consultation with the Board of Trustees, the chair shall have the authority to appoint members of, and fill vacancies on, standing and special committees, unless otherwise provided for in these bylaws or ordered by the board.

2.ÌýÌý The chair shall appoint individual trustees to serve on boards of affiliated entities or other community boards in which the Board of Trustees is a member, commencing at the beginning of each fiscal year.

3.ÌýÌý Unless specifically provided to the contrary by the board, the chair may assign any of his or her duties to another voting trustee, with notice to the board and secretary, and as noted in board records.

C.ÌýÌý Vice chair. At the request of, or in the absence or incapacity of the chair, the vice chair shall perform all the duties of the chair and, while so acting, shall have all the powers, authorities, and responsibilities of, and be subject to all the restrictions upon, the chair. In addition, the vice chair shall perform such other duties as may be assigned to him or her by the board or by the chair.

D.Ìý Treasurer. The treasurer is responsible for overseeing the management and reporting of the University’s financial performance.

E.ÌýÌý Secretary. The Board of Trustees is responsible for establishing qualifications for, appointing, evaluating, and removing, as may be necessary the secretary. The secretary is not required to be a member of the Board of Trustees and may be an employee of the University. The secretary reports functionally to the board and administratively to the President. The responsibilities of the secretary, which are defined by the board as part of its oversight role, include but may not be limited to the following:

1.ÌýÌý Serving as the key university liaison for the chair and the board.

2.ÌýÌý Communicating and interacting directly with the chair and the board to advance the board’s strategic work.

3.ÌýÌý Serving as the custodian of and being ultimately responsible for the preservation of the books and records of the board.

4.ÌýÌý Serving as the custodian of the University seal and causing its imprint to be placed whenever and wherever appropriate.

5.ÌýÌý Ensuring that minutes of all meetings and proceedings of the board and committees are produced and maintained.

6.ÌýÌý Ensuring that notice procedures for all regular, special, and emergency meetings of the board are implemented in accordance with these bylaws and Ohio law.

7.ÌýÌý Performing all other duties customary to the office or assigned by the chair or the board.

8.ÌýÌý In the absence or incapacity of the secretary, the Board of Trustees shall appoint an interim secretary who shall perform the duties of the secretary. All official actions taken by the interim secretary shall be deemed authorized and approved by the Board of Trustees.

F.ÌýÌý Election, term of office, and qualifications of officers.

1.ÌýÌý The chair of the board shall appoint a Nominating committee to consult with trustees, review eligible candidates for officer positions, and present a slate of officer nominees for a vote by the board. Any trustee may also make additional nominations for the board to consider. The following shall apply:

a.ÌýÌý Officers of the board shall be elected by the Board of Trustees at the last scheduled meeting of the academic year.

b.ÌýÌý Officers shall take office on the first day of the next fiscal year and shall hold their office through the last day of the fiscal year, or until successors are elected.

c.ÌýÌý All officers of the board must be voting trustees.

d.ÌýÌý Officers may serve up to two consecutive terms in each officer position. If circumstances warrant, the board may extend the number of consecutive terms an officer may serve beyond two terms by affirmative vote of one hundred percent of the total number of voting trustees present and voting. Such vote to extend the number of consecutive terms an officer may serve must be taken annually for each additional term beyond two.ÌýÌý

e.ÌýÌý The board may remove any officer of the board, at any time, either with or without cause, by vote of at least two thirds of the total number of voting trustees then in office. Notices of meetings in which removal of an officer will be considered must specify that such removal action will be taken up by the board.

f.ÌýÌýÌý An officer of the board may resign at any time by delivering written notice thereof to the chair and the secretary, who shall then transmit the notice to the Board of Trustees.

G.Ìý Board officer vacancy in office.

1.ÌýÌý In the event of a vacancy in the office of the chair, the vice chair shall serve as interim chair until such time as the board appoints a new chair to fill the remainder of the chair’s term, whereupon the interim chair shall resume their prior office.

2.ÌýÌý Any time the vice chair is serving as interim chair, the treasurer shall serve as interim vice chair until such time as a new vice chair takes office, whereupon the treasurer shall resume their prior office.

3.ÌýÌý In the event of a simultaneous vacancy of both the chair and vice chair, the treasurer will become interim chair until such time as the board appoints trustees to fill the vacant chair and vice chair positions. Such appointments will be for the remainder of the chair and vice chair’s terms, whereupon the treasurer shall resume their prior office. Ìý

4.ÌýÌý In the event of a vacancy in the office of secretary, the chair shall appoint an interim secretary to serve until such time as the board appoints a new secretary to fill the remainder of the secretary’s term.

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Section 6: Committees

A.ÌýÌý Standing Committees. The incoming chair of the board, at the last scheduled meeting of the fiscal year and with the advice and consent of the board, shall appoint members of the standing committees. The following apply:

1.ÌýÌý Standing committees include the Executive committee, Finance, Audit, Governance, and Compliance committee, Academic Affairs and Student Success committee, and Compensation committee.

2.ÌýÌý Unless otherwise provided for in these bylaws, the chair of the board, with the advice and consent of the board, shall designate the chairs for each standing committee.

a.ÌýÌý In addition to the voting trustees appointed to each standing committee, committees may also consist of student trustees, national trustees, and up to two non-trustees, so long as voting trustees make up a majority of membership on each committee.

b.ÌýÌý The chair of the board shall serve be ex-officio members of all committees of the board but will only vote in the Executive committee.

c.ÌýÌý The president shall serve as an ex-officio, non-voting member of all board committees except for the Executive committee and the Compensation committee, or as otherwise directed by the board.

d.ÌýÌý The chair of each standing committee shall be a voting trustee.

e.ÌýÌý Members of standing committees shall serve at the pleasure of the board until their successors are appointed.

3.ÌýÌý At any meeting of a standing committee in which a quorum is not present, the chair of the board may appoint pro tempore committee members from the board to provide such quorum.

4.ÌýÌý Standing committees shall consider and make recommendations for action by the Board of Trustees on various matters as enumerated in these bylaws or as directed by the board. Committees of the board have no independent decision-making authority unless such authority is expressly granted by the board via approved board resolution or any written board policy.

B.ÌýÌý Executive committee. An Executive committee shall be created and be composed of at least four trustees. The Executive committee:

1.ÌýÌý Will consist of the chair of the board, the previous board chair if still a trustee, the vice chair, the treasurer, and the secretary, unless the secretary is also an employee of the university. If there are only three trustees for the Executive committee by position, according to this section, then the Board shall appoint a voting trustee to become an at-large member of the Executive Committee. The chair of the board serves as chair of the Executive committee.

2.ÌýÌý The Executive committee is authorized by the board to act on matters that require board authorization if, in the judgment of the Executive committee chair, such authorization is required before the next meeting of the board, and the matter is not of sufficient urgency as to warrant a special meeting or emergency of the board. Such authority shall include, without limitation, authorization of contracts and agreements not to exceed $500,000 in aggregate between meetings of the board, approving interim personnel actions, approving policy actions, and similar matters.

3.ÌýÌý The Executive committee shall notify the board in writing as soon as is practical of all actions taken on behalf of the board under thus section. Email is an approved means of written notice under this section.

4.ÌýÌý The Executive committee shall oversee the collective bargaining process and personnel actions concerning the administrative and academic officers, deans, and vice presidents of the university. The Executive committee shall inform the board of its activities under this section.

5.ÌýÌý The Executive committee shall oversee agendas for regular meetings in accordance with these bylaws.

C.ÌýÌý Finance, Audit, Governance and Compliance committee. The Finance, Audit, Governance, and Compliance committee shall consider and make recommendations to the board regarding matters including, but not limited to, the financial, business, and administrative management of the university, including oversight of grounds and facilities. The committee also oversees the university’s Financial Governance Policy and Investment policy.Ìý

1.ÌýÌý The treasurer of the board shall serve as chair of the Finance, Audit, Governance and Compliance committee.

2.ÌýÌý The Finance, Audit, Governance, and Compliance committee shall constitute the board’s investment committee as required by Section 3345.05 of the Ohio Revised Code and shall be authorized to exercise that authority and responsibility as provided for by Ohio law.

3.ÌýÌý The Board of Trustees shall adopt and periodically review a Statement of Purpose and Responsibilities policy that sets forth the responsibilities of the Finance, Audit, Governance and Compliance committee.

D.Ìý Academic Affairs and Student Success committee. The Academic Affairs and Student Success committee shall consider and make recommendations to the board regarding matters including, but not limited to, teaching, learning, the quality of academic programs, student support services, enrollment and retention, intercollegiate athletics, and the quality of the student experience.

1. ÌýÌý The chair of the board shall appoint the chair of the Academic Affairs and Student Success committee.

2.ÌýÌý The Board of Trustees shall adopt and periodically review a Statement of Purpose and Responsibilities policy that sets forth the responsibilities of the Academic Affairs and Student Success committee.

E.ÌýÌý Compensation committee. The Compensation committee is responsible for recommending to the board the various components of compensation for the president, which may consist of, but is not limited to, base salary, annual bonuses, long-term incentives, executive benefit plans (including deferred compensation plans), and perquisites. The Compensation committee shall also oversee an annual performance evaluation process for the president and make recommendations to the board as appropriate.

1.ÌýÌý The vice chair of the board shall serve as Compensation committee chair.

2.ÌýÌý The Board of Trustees shall adopt and periodically review a Statement of Purpose and Responsibilities policy that sets forth the responsibilities of the Compensation committee.

3.ÌýÌý In gathering data to support its decisions, the Compensation committee is authorized to retain external professionals as may be necessary to render advice and counsel.

F.ÌýÌý Special committees. The chair of the board from time-to-time may establish special committees and appoint members thereof. Special committees may include, but shall not be solely composed of, persons who are not trustees. In addition:

1.ÌýÌý Special committees shall serve until completion of their assigned task or until dissolved at the discretion of the chair of the board or, alternatively, by action of the Board of Trustees.

2.ÌýÌý The chair of the board shall designate the chair of any special committee.

3.ÌýÌý Meetings of special committees shall be held upon call of the committee chair.

4.ÌýÌý At any meeting of a special committee in which a quorum is not present, the chair of the board shall be empowered to appoint pro tempore members to the committee to provide such quorum.

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Section 7: Board and Board Committee Meetings

A.ÌýÌý This section governs meetings of the Board of Trustees, including regular meetings, special meetings, and emergency meetings, and meetings of standing and special committees.

B.ÌýÌý Open meetings. All meetings shall be conducted in accordance with Ohio law, including without limitation the Open Meetings act, and these bylaws. In particular, in trustees shall not conduct two-way discussions of university business in which a quorum of trustees via text message or email

C.ÌýÌý Regular meetings. Unless otherwise specified by the chair of the board, there shall be at least four regular meetings of the Board of Trustees each academic year. Regular meetings of committees will be at the discretion of committee chairs.

D.Ìý Special and emergency meetings. Special and emergency meetings shall be held upon call of the chair of the board, the president of the university, or upon written demand of any three voting trustees (or for committees, any two committee members), to the secretary of the board.

1.ÌýÌý Demands to hold a special or emergency meeting of the board or a committee shall specify the specific business to be transacted at the special or emergency meeting.

2.ÌýÌý Upon receipt of such demand, the secretary shall confer with the chair and trustees (for meetings of the board), or the chair and committee members (for meetings of a committee) and schedule the special or emergency meeting as soon as practicable.

3.ÌýÌý The secretary will adhere to Ohio law when providing university and public notice of special and emergency meetings. No business, other than the business described in the meeting notice, shall be transacted at any special or emergency meeting.

E.ÌýÌý Place of meetings. Unless otherwise directed by the board or committee, all meetings shall be held on a campus of ÌÇÐÄÔ­´´, at the discretion of the board or committee chair.

F.ÌýÌý University notice. When any meeting is scheduled, the secretary shall cause notice of the date, time, location, (and purpose, for special or emergency meetings) to be given to the chair of the board, the trustees, the chair and members of the committee (if applicable), the administrative and academic officers of the university, and to others who are entitled to receive such notice under the provisions of Ohio law or these bylaws. Additionally, the Secretary shall cause notice of the date, time, location, and purpose (for special or emergency meetings) to be posted on the Board of Trustees website.

G.Ìý Public notice. Any person may obtain the date, time, location, and purpose (if applicable) from the Board of Trustees website, or by inquiring of the secretary at the email address specified on the Board of Trustees website in the preceding paragraph.

1.ÌýÌý The secretary shall maintain a mailing list to which members of the media and members of the public may enroll to receive reasonable advance notice of the date, time, location, and purpose (if applicable) of any meeting of the Board or a committee.

2.ÌýÌý Persons may register for the mailing list by providing their name and email address to the Secretary.

H.Ìý Order of business. Unless otherwise determined by the Executive committee, the order of business at regular meetings of the board of trustees shall be as follows:

1.ÌýÌý Confirmation of quorum.

2.ÌýÌý Disposition of minutes of preceding meeting.

3. Ìý Report of the chair of the board of trustees.

4.ÌýÌý Report of the president of the university.

5.ÌýÌý Reports of the committees of the Board of Trustees.

6.ÌýÌý Report of the student trustees.

7.ÌýÌý Report of the president of the faculty.

8.ÌýÌý Special presentations to the board.

9.ÌýÌý Public comment.

10. Unfinished business.

11.Ìý New business.

12. Adjournment.

I.ÌýÌýÌý Quorum.

1.ÌýÌý At meetings of the Board of Trustees, a quorum shall consist of a majority of the voting trustees, present in person or via means of live, audio-enabled communication, with at least one-third of that number present in person.

2.ÌýÌý At meetings of any standing or special committee, a quorum shall consist of a majority of the members of the committee, present in-person or via means of live, audio-enabled communication, with at least one-third of that number present in person.

3.ÌýÌý In the absence of a quorum, a majority of those voting trustees or committee members, as applicable, present may adjourn the meeting from time to time until a quorum is had. At any such adjourned meeting at which a quorum becomes present, any business may be transacted which might have been transacted at the meeting as originally noticed.

J.ÌýÌý Acts of the board and committees. The act or resolution of the board or of a committee shall be determined by the affirmative vote of a majority of the those present in person or via means of live, audio-enabled communication, at a meeting in which a quorum has been established.

K.Ìý Parliamentary authority. Robert’s Rules of Order, Newly Revised (most recent edition), shall be accepted as authority on all questions of parliamentary procedure note determined by these bylaws or provisions of the Ohio Revised Code.

L.ÌýÌý Attendance. Trustees and committee members shall make their best effort to attend all meetings of the board and/or committees on which they serve. Trustees and non-trustee committee members are notified that section 3.17 of the Ohio Revised Code imposes additional obligations regarding attendance subject to additional attendance and participation in meetings. Ìýrequirements of section 3.17 of the Ohio Revised Code. In addition:

1.ÌýÌý Trustees are encouraged to attend all standing and special committee meetings, whether or not they are appointed to the committee, to promote informed and effective and knowledgeable oversight of the university by the Board of Trustees.

2.ÌýÌý When a trustee or non-trustee committee member cannot attend, that individual will so inform the board or committee chair and the secretary with as much advance notice as possible.

M.Ìý Electronic meeting attendance. In some circumstances, trustees and non-trustee committee members are permitted by section 3345.82 of the Ohio Revised Code to attend and participate in meetings by electronic means of communication. The following conditions apply:

1.ÌýÌý Each trustee shall attend at least one-half of the meetings of the board or assigned committees in person each year.

2.ÌýÌý All meetings conducted using electronic means of communications shall abide by the following:

a.ÌýÌý At least one-third of the voting trustees, or voting members, for committees, attending the meeting shall be present in person at the place in which the meeting is being conducted.

b.ÌýÌý All votes that include a trustee, or voting members, for committees, attending electronically shall be taken by a roll call vote.

c.ÌýÌý Any requests to attend a meeting by electronic means of communication shall be made to the chair of the board, or committee chair, for committees, and the secretary not less than 48 hours in advance of the meeting.

3.ÌýÌý A voting trustee, or voting member, for committees, attending by electronic means of communication shall be deemed as present for establishing a quorum, and shall be permitted to vote.

N.Ìý Executive session. Subject to the requirements of Ohio law, the board or a committee of the board may hold any portion of a regular, special, or emergency meeting in executive session. Other individuals may be invited to attend any or all portions of an executive sessions as deemed necessary by the chair, or committee chair for committees.

O.Ìý Public comment. Persons wishing to address the board must request time on the board’s agenda.

1.ÌýÌý All persons address the Board of Trustees at the invitation of the board and are subject to time limitations and other guidelines as the board may determine.

2.ÌýÌý Requests must be submitted in writing to the secretary of the board and received no less than 72 hours in advance of the beginning of the meeting. ÌýRequests shall also specify the subject of the remarks the individual wishes to deliver.

3.ÌýÌý To facilitate the conduct of public business, the chair may limit the time for public remarks, in aggregate or on a per-speaker basis. Unless the chair otherwise directs, persons who request time to address the board shall be allocated five minutes each.

4.ÌýÌý The chair of each committee shall determine whether to permit public comment at committee meetings; if permitted, the provisions of this Section shall apply.

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Section 8: Financial Oversight

A.ÌýÌý The Board of Trustees shall adopt and periodically review a Financial Governance policy that establishes guidelines for overseeing the university’s financial affairs and ensuring that cash reserves are sufficient to support sustainable operations and the university’s mission. ÌýÌý

B.ÌýÌý The board shall review and approve operating budgets each fiscal year, and a capital budget for the biennium, to ensure the ongoing financial viability of the university.

1.ÌýÌý The president shall present comprehensive, accurate, and conservative operating and capital budgets to the board that permit trustees a full and comprehensive understanding of university financial affairs and shall be fully responsive to the questions or inquiries of the board.

2.ÌýÌý The board shall hold a regular or special meeting each year during which it will review and act on budgets presented by the president.

3.ÌýÌý After approval by the board, the operating budget shall govern all financial transactions of the university. The president shall establish procedures to conform expenditures of funds to the budget(s) approved by the board.

4.ÌýÌý As necessary, budgets may be revised from time-to-time by the board.Ìý

ÌýC.Ìý State Appropriations. The president is authorized to direct the preparation and presentati0n of requests for appropriations from the State of Ohio and other governmental units, and to represent or direct the representation of the university in all official financial dealings on behalf of the university with federal, state, and local government offices, boards, and agencies.

D.Ìý All appointments to the staff and faculty, and removals, shall be made by the board of trustees upon recommendation of the president.

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Section 9: Trustee Onboarding, Engagement and Continuing Education

A.ÌýÌý The Board of Trustees shall develop and implement a program of initial and ongoing trustee education, overseen by the Executive committee, to acclimate new trustees towards becoming effective contributors and to foster a culture of board learning and excellence.

B.ÌýÌý Trustees are encouraged to attend meetings of key university groups at their option. The purpose is for the board to be visible on campus and to learn about the many groups operating on campus.

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Approval

(Board approval dates: June 14, 2024)

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