Bylaws of the University

(Amended June 9, 2023)

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Section 1. Except where the law, the Articles of Incorporation or these Bylaws  require or permit that action be otherwise authorized or taken, all of the authority of Case  Western Reserve University (hereafter, the “Corporation” or the “University”) shall be  exercised by the Board of Trustees. 

Section 2. The number of Trustees shall be determined by the Board from time  to time, but shall not be less than three (3). The Board shall elect Trustees from amongst the  candidates who are recommended by the Committee on Trustees and Governance. Trustees  may be elected at any meeting of Trustees and each Trustee shall hold office until the  expiration of the term for which the Trustee was elected. At any meeting of Trustees, the  number of Trustees may be increased or decreased, but not to less than three (3); provided,  however, that no reduction of the number of Trustees shall of itself have the effect of  shortening the term of any incumbent Trustee. The President of the Corporation shall serve  as a Trustee and, except as otherwise provided herein, shall have the right to vote as Trustee. 

Section 3. Trustees other than the President shall serve for a term of four (4)  years (the “Election Term”), which shall commence on the day of such Trustee’s election and  expire on the day after the first meeting of the Board proximate to spring Commencement  held closest in time to (whether before or after) the fourth (4th) anniversary of the first day of  such term. Notwithstanding anything in these Bylaws to the contrary, the term of the  President shall expire on the day the President no longer holds the office of President. In the  event of a crisis having a significant impact on the operations of the University, including but  not limited to national emergencies, the Board may grant an extension of up to two (2) years  of the current Election Term for any Trustee. The Board’s decision to grant any such  extension shall be guided by the need to insure continuity of the Board during and through the  time of the crisis. 

Section 4. A Trustee other than the President is eligible to serve a maximum of  four (4) Election Terms; provided, however, that in the event a Trustee served for an  Election Term that ended for any reason prior to the expiration of four (4) years, such  shortened Election Term shall not count toward the cap of four (4) Election Terms. A 

Board Chair or former Board Chair serving as Trustee during or after the 2018 spring meeting of the full Board is eligible to serve a maximum of six (6) Election Terms.  Notwithstanding the foregoing, the Trustee term limit for any Trustee may be waived when  the continued expertise and experience of such Trustee would provide significant benefit to  the University. The intent of this exception is that this waiver, while permissible, is to be  used with discretion and on the recommendation of the Committee on Trustees and 

Governance and approved by the full Board. A Board Chair or former board Chair who is  currently, or who is in the future, named an emeritus/emerita Trustee in accordance with  Article IV Section 15 shall be named Board Chair Emeritus/Emerita.

Section 1. The Board shall have such powers, responsibilities and authorities as  are provided under the laws of the State of Ohio and are specified in the Articles of  Incorporation and these Bylaws, and such as are traditional. These shall include, without  limitation, the power, responsibility and authority to establish policies generally to oversee  the administration, management and operation of the University and its educational  programs; elect and remove a President of the University; appoint and determine the rank of  all members of the University Faculty; appoint all school Deans, officers of the Corporation,  and other positions who report directly to the President; hold and manage all the property  and endowments of the University; approve the annual budget for the University; grant  degrees; and promote the general interests of the University. 

Section 2. Any responsibilities and authorities not specifically delegated by the  Board shall remain with the Board. In discharge of its responsibilities, the Board may make  such formal and informal delegations of functions, responsibilities and authorities, as it  considers appropriate to the President and, through the President, to administrative officers  and members of the University Faculty. The Board may rescind any such delegation at any  time. 

Section 3. The President shall, directly or by delegation to others, administer the  policies established or approved by the Board. 

Section 1. Regular meetings of the Trustees shall be held in the spring each year  and two (2) other times a year on such day and at such time and place within or without  Ohio as shall be designated in the notice thereof. The Chair of the Board shall determine  the date, time and place of such regular meetings. 

Section 2. Special meetings of the Trustees may be called by the Chair of the  Board, any Vice Chair of the Board, the President or any five (5) Trustees. 

Section 3. Notice of the date, time and place of each meeting of the Trustees  shall be mailed, faxed or e-mailed to each Trustee at the address of the Trustee as it appears on  the records of the Corporation, at least five (5) days prior to the time of such meeting. Notice  of any meeting of the Trustees may be waived by any Trustee (a) either before or after the meeting by written waiver of the Trustee, which shall be filed with or entered upon the records  of such meeting, or (b) by attendance of the Trustee at such meeting without protesting, prior  to or at the commencement of the meeting, the lack of proper notice. 

Section 4. A majority of the Trustees, including the President, shall constitute a  quorum at any meeting of the Trustees unless otherwise specified. If at any meeting of the  Trustees there shall be present less than a quorum, a majority of those present may adjourn  the meeting from time to time until a quorum shall be present. The act of a majority of the  Trustees present at a meeting at which a quorum is present shall be the act of the Trustees. 

Section 5. Any action that may be authorized or taken at a meeting of Trustees  (including the Executive Committee) may be authorized without a meeting with the  affirmative vote or approval of, and in a writing or writings signed by, all of the Trustees  who would be entitled to notice of a meeting for such purpose, which writing or writings  shall be filed with or entered upon the records of the Corporation. Any transmission by  “authorized communications equipment,” as that term is defined in Section 1702.01(Q) of  the Ohio Revised Code, including, but not limited to, telecopy or any electronic means, that  contains an affirmative vote or approval of a Trustee is a signed writing for purposes of this  Section. 

Section 6. At all meetings of the Trustees, the Chair of the Board shall preside  and the Secretary of the Corporation or an Assistant Secretary shall record the proceedings  of the meetings. The Senior Vice Chair or, in the absence of the Senior Vice Chair, another  Vice Chair of the Board shall preside at the meeting if the Chair shall not be present. Non 

Trustees may attend meetings of the full Board only if approved for attendance in  accordance with the attendance approval policy adopted by the Board. 

Section 7. At any special meeting of the Trustees and any meeting of any  Committee of the Board, Trustees may participate through the use of communication  technologies that permit all participating Trustees to contemporaneously communicate with each other. At the discretion of the Chair of the Board on a case-by-case basis, a Trustee  may attend one or more regular meetings of the Board using communication technologies  that permit all participating Trustees to contemporaneously communicate with each other. 

Section 8. At each of the meetings of the Trustees, there shall be an executive  session at which only Trustees (including the President) and invitees that the Trustees deem  necessary may be present. Such executive session shall be immediately followed by a second  executive session at which only Trustees other than the President shall be present. 

Section 9. Any action that may be authorized or taken at a meeting of any  Committee of the Board (except for the Executive Committee) may be authorized without a  meeting, with the affirmative vote or approval of, and in a writing or writings signed by, a  majority of the members of such Committee, but only if such Committee action is subject to  the subsequent approval of the full Board (or the Executive Committee). Any transmission  by “authorized communications equipment,” as that term is defined in Section 1702.01(Q)  of the Ohio Revised Code, including, but not limited to, telecopy or any electronic means, that contains an affirmative vote or approval of a Committee member is a signed writing for  purposes of this Section. 

Section 1. The Committees of the Board shall give counsel and assistance to the  Board and to the officers of the University. Committees shall not have independent  functions except as authorized by these Bylaws or by the Board. 

The Corporation shall have the following standing Committees: Executive;  Academic Affairs and Student Life; Audit; Campus Planning; Compensation; University  Relations and Development; Finance; Investment; Research and Technology Transfer and  Committee on Trustees and Governance. The Corporation shall have such other standing  and such ad hoc Committees for such purposes as the Trustees may from time to time  determine. Trustee attendance at the Executive Committee, Compensation Committee,  Investment Committee and Committee on Trustees and Governance shall be limited to  members of the respective committees. The Committee on Trustees and Governance, in  consultation with the Chair of the Board and the chair of the respective committee, may  from time to time add a committee to or remove a committee from this list. Upon the  recommendation of a Committee chair in consultation with the Committee on Trustees and  Governance and approval of the Chair of the Board, persons other than Trustees may be  appointed non-voting outside advisors (“Outside Advisors”) to assist such Committee  except the following Committees: Executive, Compensation and Committee on Trustees  and Governance, but in no event shall an Outside Advisor be deemed, or exercise any  authority of, a Trustee or be counted for purposes of determining a quorum at any  Committee meeting. An Outside Advisor to a Committee may attend an executive session  of such Committee only at the invitation of the chair of such Committee. 

Section 2. A majority of the members of a Committee shall constitute a quorum  at any meeting of such Committee. If at any meeting of a Committee there shall be present  less than a quorum, the majority of those present may adjourn the meeting from time to  time until a quorum shall be present. Each member of a Committee shall be entitled to one  (1) vote. The act of a majority of the members of a Committee present at a meeting at  which a quorum is present shall be the act of such Committee. 

Section 3. The Chair of the Board, in consultation with the President and the  chair of the Committee on Trustees and Governance, and subject to the approval of the full  Board, shall appoint all Committee chairs. The Chair of the Board shall, in consultation with  the President, the chair of the Committee on Trustees and Governance, and the respective  Committee chairs, appoint up to two (2) vice-chairs for each Committee and the members  of each Committee (other than the Executive Committee). The Chair of the Board shall  appoint the At-Large EC Members (as defined in Section 6 below), subject to the approval  of the full Board. Committee members, chairs and vice-chairs shall serve for a term of one  (1) year. No Committee chair appointed after the adoption of these Bylaws shall serve for  more than a total of six (6) terms as chair of a single Committee and no vice-chair appointed after the adoption of these Bylaws shall serve for more than a total of six (6) terms as vice chair of a single Committee, provided, however, any Committee chair or vice-chair serving  prior to the adoption of these Bylaws shall be subject to such limitation no later than July 1,  2020 or at such earlier time as determined by the Chair of the Board. In the event of a crisis  having a significant impact on the operations of the University, including but not limited to  national emergencies, the Board may grant up to 2 one (1) year extensions of the current Term  for any Committee chair or vice-chair(s). The Board’s decision to grant any such extensions shall be guided by the need to insure continuity of the Board during and through the time of  the crisis. Each Committee may appoint advisory sub-committees at any time for specific  purposes. Each Committee and sub-committee shall maintain a record of its proceedings,  which shall be filed with the Secretary of the Corporation. 

Section 4. Each Committee shall meet in conjunction with meetings of the  Trustees, unless the chair of the Committee determines that meetings at other times are  preferable. Except as provided in Article IV, Section 1 (with respect to Outside Advisors),  non-Trustees may attend Committee meetings only if approved for attendance in accordance  with the attendance approval policy adopted by the Board.  

Section 5. Each Committee shall also meet at other times at the call of its chair,  the Chair of the Board, the President, or a majority of the members of the Committee. Each  Committee shall meet at such date, time and place as stated in the call of the meeting, which  call shall be given by mail, facsimile or e-mail, to each member of the Committee’s last  known address, at least forty-eight (48) hours in advance of the meeting.  

Section 6. Executive Committee. The Executive Committee shall consist of the  Chair of the Board (who shall also serve as the Chair of the Executive Committee), the  immediate past Chair of the Board (for the first two (2) years after the immediate past  Chair’s term as Chair has ended), the Vice Chair(s) of the Board, the chairs of all standing  Committees, the President and at least two (2), but no more than five (5), other Trustees  (each such other Trustee, an “At-large EC Member”). An At-large EC Member shall serve a  term of one (1) year. No At-large EC Member shall serve more than a total of six (6) terms  as an At-large EC Member; provided, however, that any At-large EC Member who is a  former Chair of the Board shall not be subject to such term limitation. At no time shall the  number of members of the Executive Committee exceed eighteen (18). At least one (1)  member of the Executive Committee shall have a particularly strong and broad-gauged  record of leadership in complex financial matters as determined by the Chair of the Board.  In addition, other past Chairs of the Board may be selected to serve on the Executive  Committee, subject to the 18 member limit; such selected past Board Chairs shall not be  considered as an "at-large EC member." 

In the intervals between meetings of the Trustees, the Executive Committee shall  have full power to take all and every action which the Trustees are authorized to take except:  (a) the appointment and renewal of Trustees; (b) the filling of At-large EC Member  vacancies on the Executive Committee; (c) the appointment of the Chair of the Board and  Committee chairs; (d) the election or removal from office of the President and approval of  the President’s Total Compensation Arrangement (as defined in Article IV Section 10); (e) the amendment of the Articles of Incorporation or these Bylaws; and (f) the approval of any  agreement that requires approval of the other party’s or parties’ full board(s). 

The Executive Committee shall meet at least three (3) times during the year, and at  such other times as the Chair of the Board or three (3) members of the Executive  Committee shall find necessary. There shall be at the end of each Executive Committee  meeting an executive session at which only committee members (including the President)  and invitees that the committee members deem necessary may be present. Such executive  session shall be immediately followed by a second executive session at which only Trustees  other than the President shall be present. Minutes shall be recorded by the Secretary of the  Corporation and placed in the Corporation record. The minutes shall be made available to  all Trustees. 

Section 7. Academic Affairs and Student Life Committee. The Academic Affairs  and Student Life Committee shall be composed of the Chair of the Board, the President, and  at least six (6) other Trustees. 

The Academic Affairs and Student Life Committee shall evaluate the academic  program of the University (including issues related to all instructional staff), oversee  implementation of the program and keep the Board of Trustees informed on academic  affairs. The Academic Affairs and Student Life Committee shall also evaluate matters related  to student life; provide the Board with continuing knowledge of programs of instruction of  the University; seek to understand educational issues and the implications of budgetary  decisions; maintain communication with the Faculty Senate; review and recommend policies  concerning marketing for the purpose of recruiting students; and oversee strategies for the  enrichment of the quality of life for students. 

Section 8. Audit Committee. The Audit Committee shall be comprised of the  Chair of the Board and at least five (5) other Trustees, at least one of whom shall have  expertise in financial matters. The President may be an invited guest of the Committee, but  shall not vote on any matter or be counted for purposes of determining a quorum. Each  member of the Audit Committee must meet the independence requirement for Audit  Committee members, as defined by the Audit Committee. In the event that the Chair of the  Board does not meet such independence requirements, then the Chair shall not be a member  of the Audit Committee. 

The Audit Committee shall select, appoint, and retain the certified public accountant  to serve as the external auditor for the University on an annual basis; meet with the certified  public accountant annually or as often as deemed necessary to be assured that the University  is using proper financial procedures, has satisfactory financial personnel and keeps financial  records in accordance with generally accepted accounting principles; meet with University  financial, accounting, legal, and external and internal audit personnel annually or as often as  deemed necessary to assess performance of the auditing and risk management activities;  recommend courses of action to the Executive Committee on matters referred to it in  accordance with the University’s conflict of interest policy; review the University’s financial  statement and make recommendations with respect thereto to the Board; and address legal  compliance and risk management matters and other related matters.

Section 9. Campus Planning Committee. The Campus Planning Committee shall  consist of the Chair of the Board, the President, and at least three (3) other Trustees.  

The Campus Planning Committee shall oversee decisions relating to the planning,  construction, maintenance, preservation, acquisition, disposition, major changes,  enlargement, demolition, addition, energy conservation, security, and environmental health  of the facilities, buildings, grounds, equipment, other tangible property, and parking and  busing programs of the University. 

Section 10. Compensation Committee. The Compensation Committee shall be  composed of at least five (5) members, but no more than eight (8) members, the majority of  whom shall be members of the Executive Committee, and shall include the Chair of the  Board. The President may be an invited guest of the Committee, but shall not vote on any  matter, be counted for purposes of determining a quorum, or be present for or participate in  the Committee’s review and deliberations relating to the President’s compensation or  evaluation. 

The Compensation Committee will: (a) review and recommend for approval by the  Board the proposed compensation arrangement of the President, including, without  limitation, salary, benefits, perquisites, incentives and the like (the “Total Compensation  Arrangement”); (b) review and recommend for approval by the full Board the President’s  yearly goals; and (c) conduct annual and continuous evaluation of the President to review the  President's progress in meeting the stated vision and goals of the University. The  Compensation Committee will make available to the Board the proposed Total  Compensation Arrangement, the President’s goals, and a detailed summary of the President’s  proposed or then-current employment agreement, as the case may be. When reviewing the  Total Compensation Arrangement for approval, the Board shall also review the President’s  final form of proposed or then-current employment agreement, as the case may be, or, if the  Chair of the Board so determines, a detailed summary of such proposed or then-current  employment agreement. 

The Compensation Committee will also (a) review and provide final approval of the  President’s recommendations of the Total Compensation Arrangements of all school Deans,  officers of the Corporation, and other positions who report directly to the President and (b)  review information related to the Total Compensation Arrangements for such one or more  other positions as the Compensation Committee may from time to time designate for  review. 

As part of its annual review of the President and other key personnel, the  Compensation Committee will confirm and discuss with the President: (a) the succession  plan for the President in the event of a voluntary leave, involuntary leave, and interim  appointments in the case of a temporary absence; and (b) succession plans for other key  personnel. All such succession plan discussions will be reported annually to the Executive  Committee.

Section 11. University Relations and Development Committee. The University Relations and Development Committee shall be composed of the Chair of the Board, the President,  and such additional Trustees deemed necessary. 

The University Relations and Development Committee will provide strategic  guidance and oversight to the University marketing and branding initiatives and constituent  relations including trustees, alumni, community, and government relationships. In addition,  the University Relations and Development Committee will address the long-range plans and  financial support of the University and shall review and recommend programs for the  purpose of securing funds for endowment, buildings and current operating expenses and  programs for long range fund raising, all with a focus on best practices. 

Section 12. Finance Committee. The Finance Committee shall be composed of the  Chair of the Board, the President, and at least four (4) other Trustees. 

The Finance Committee shall review and recommend to the Board of Trustees  financial plans and the long range financial strategy for the University (including, but not  limited to, strategies pertaining to raising capital and capital expenditures). The Finance  Committee shall oversee the budget and financial operations of the University, including the  annual review of the financial risk control analysis and financial risk management programs;  and review appropriate insurance protection. 

Section 13. Investment Committee. The Investment Committee shall consist of the  Chair of the Board, the President, and at least six (6), but not more than ten (10), other  Trustees. All appointed members shall have relevant investment experience as determined  by the Chair of the Board. The Investment Committee shall meet at least three (3) times a  year. 

The Investment Committee shall oversee the execution of the fiscal and investment  policies of the University. In carrying out this responsibility, the Committee shall: (a)  establish, approve and oversee the investment policy; (b) monitor investment results; and (c)  recommend an annual endowment spending rate to the Finance Committee. 

Section 14. Research and Technology Transfer Committee. The Research and  Technology Transfer Committee shall be composed of the Chair of the Board, the President,  and at least four (4) other Trustees. 

The Research and Technology Transfer Committee shall work with the President,  the Provost, the Vice President for Research and Technology Management, and other  University officers to keep informed on pending state and federal legislative initiatives and  other trends relating to university research and technology management issues. The  Committee, in consultation with the University’s senior officers, shall advise the Board on  policies and activities relating to the University’s research and technology activities, including  joint university-industry research and activities related to economic development and  marketing of intellectual property developed using University resources.

Section 15. Committee on Trustees and Governance. The Committee on Trustees and  Governance shall be composed of the Chair of the Board, the Vice Chair(s) of the Board,  the President, and at least four (4) other Trustees. 

The Committee on Trustees and Governance shall: develop the criteria and  processes for (a) membership as a Trustee, (b) evaluation of Trustees and (c) renewal of  Trustee terms; identify appropriate candidates for Trustees and Committees; identify  Outside Advisor candidates; develop a substantive orientation program for new Trustees;  recommend for Board approval a nominee for Chair of the Board, in accordance with a  process adopted by the Committee on Trustees and Governance, which may include, as  appropriate, the formation of an ad hoc committee; consider Board of Trustees governance  issues; recommend to the Board of Trustees all trustees who, in the judgment of the  Committee on Trustees and Governance, have retired or resigned in good standing, be  named as emeriti trustees; and advise with respect to honorary degree candidacies and  University medals. 

Section 16. Other Committees. Such other Committees as may be formed by the  Board shall have such organization and duties as the Board shall determine.

Section 1. In case of any actual or potential conflict between a Trustee's other  obligations or loyalties and his responsibilities as a Trustee, the Trustee shall fully disclose  the particulars of the potential conflict of interest and shall not vote on any question raising  such potential conflict. In addition, the Trustees shall comply with the University policy on  Conflicts of Interest; to the extent, such policy specifically applies to Trustees. 

Section 2. Trustees shall not be entitled to compensation for attendance at  meetings of the Board, or of Committees, or otherwise for their services as Trustees.  Trustees shall be entitled to reimbursement of expenses for attendance at meetings in  accordance with applicable Internal Revenue Service rules and the Trustee Travel Policy  adopted by the Board.

Section 1. The officers of the Corporation shall be the President, the Chair of  the Board, the Vice Chair(s) of the Board, the Provost, the Chief Financial Officer, such  Vice Presidents as the Trustees shall determine, the Treasurer, the Secretary of the  Corporation, and such other officers and assistant officers as the Trustees may determine. 

Section 2. The President shall hold office at the pleasure of the Trustees, except  as otherwise may be agreed upon in a written agreement between both parties; provided,  however, that action to appoint the President or remove the President from office may be  taken only by the affirmative vote of a majority of all of the Trustees then in office and consistent with the terms of any written agreement between the parties. Other than the  Chair of the Board and the Vice Chair(s) of the Board, all other officers shall serve at the  pleasure of the President. Except as otherwise provided in these Bylaws, the officers shall  have such authority and shall perform such duties as are customarily incident to their  respective offices, or as may be specified from time to time by the Trustees regardless of  whether such authority and duties are customarily incident to such office. 

Section 3. Chair of the Board. The Chair of the Board shall preside at all meetings  of the Board and of the Executive Committee, shall be a member of all Committees of the  Board (provided that, for the Audit Committee, the Chair meets the independence  requirements as described in Article IV, Section 8), and shall appoint, subject to the  provisions of Article IV, Section 3, all Committee members and Committee chairs. The  Chair of the Board shall perform all duties prescribed in these Bylaws, such duties as are  customary and such other duties as the Board may request. The Chair of the Board shall  serve for a term of four (4) years, except if in extraordinary circumstances, by a vote of two thirds (2/3) of Trustees present at a meeting of the Board at which a quorum is present, an  extension is granted for a one-year term, provided that not more than two (2) such  extensions shall be granted. 

In the absence or disability of the President, the Chair of the Board (or in the  absence or disability of the Chair of the Board, the Senior Vice Chair of the Board) may  perform such duties, execute such documents and take such actions as may be necessary  regarding any matter requiring prompt attention. 

The Chair of the Board shall have authority to execute written instruments on behalf  of the Corporation and to delegate in writing such authority or any other authority given by  these Bylaws to Vice Chair(s) of the Board. 

The Chair of the Board shall appoint the At-Large EC Members, subject to the  approval of the full Board. The Chair of the Board shall appoint not less than one (1) or  more than four (4) Trustees, subject to the approval of the Board, to be Vice Chairs of the  Board. The President shall be consulted as to the identity of the Vice Chair(s), but shall not  have the right to veto the Chair’s appointment(s) of the Vice Chair(s). The Chair and the  Vice Chair(s) of the Board shall meet as needed, in person or by telephone, when the  Executive Committee does not meet. The Chair, the Vice Chair(s), and the President shall  meet frequently, in person or by telephone, when the Executive Committee does not meet. 

Section 4. Vice Chair(s) of the Board. The term of each Vice Chair of the Board  shall be one (1) year. No Vice Chair of the Board shall serve for more than a total of six (6)  terms. In the event of a crisis having a significant impact on the operations of the University,  including but not limited to national emergencies, the Board may grant up to 2 one (1) year  extensions of the current Term of any Vice Chair of the Board. The Board’s decision to grant  any such extensions shall be guided by the need to insure continuity of the Board during and  through the time period of the crisis. The Senior Vice Chair of the Board shall be the Vice  Chair who has seniority of service in that office. If two or more Vice Chairs of the Board  have equal seniority in that office, the Chair of the Board shall designate one of them as  Senior Vice Chair. No Vice Chair of the Board shall be the presumptive successor to the Chair of the Board, nor shall any Vice Chair be disqualified from consideration for  appointment as the Chair. In the absence or disability of the Chair of the Board, the Senior  Vice Chair of the Board shall perform the duties of the Chair until the Chair returns to  service or the Board elects a new Chair. In addition, the Vice Chair(s) of the Board shall  perform such duties as the Board or Chair of the Board may request. 

Section 5. President. The President shall be the Chief Executive Officer of the  Corporation. The President shall be the primary link between the University community and  the Board of Trustees and shall, under the direction of the Board, be charged with  administering the affairs of the University. In the discharge of those duties, the President  shall: 

(a) provide leadership in the development of policies concerning the educational  aims and purposes of the University, its academic standards, its curricula and  its policies concerning the admission and retention of students; 

(b) be a principal channel for communications and recommendations between  the Board and the University faculty, administrative officers and students; (c) carry out the policies, rules and regulations established by the Board; (d) establish the plan of administrative organization that will best enable the  President to discharge the duties of the office effectively; and when this plan  has been approved by the Board, the President shall appoint and may remove  the personnel called for by the plan, at his/her discretion; 

(e) be responsible for maintaining conditions and procedures in the University  that are conducive to the proper fulfillment of its function; 

(f) perform such other duties as pertain to the office of President or are  requested by the Board; 

(g) be a member of the Board and all Board Committees except the Audit  Committee and the Compensation Committee; 

(h) be a member and chair of the University Faculty and every constituent  faculty. 

The President, as Chief Executive Officer of the Corporation, may remove any  person from his/her administrative position at any time without cause. 

The President shall direct all the affairs of the Corporation subject to the authority of  the Trustees; recommend to the Trustees nominations for University appointments; be a  member of all faculties, and when present, preside at faculty meetings; be a voting member of all faculty Committees; and at all times keep informed of and in close contact with the  state, interests and needs of the University, exercise a general superintendence of all  University concerns and take such action as shall contribute to the quality of teaching and  the advancement of knowledge. The President shall make an annual report to the Trustees  on the general condition of the University. 

Section 6. Provost. The Provost, as the chief academic officer of the University,  shall be responsible for administering academic operations and services in coordination with  the President and the deans of the schools and colleges. The Provost shall be the chief  executive deputy of the President and, in the absence or disability of the President, shall perform such functions of the President not otherwise performed by the Chair of the Board (or in the absence or disability of the Chair of the Board, the Senior Vice Chair of the  Board). The Provost shall perform such other duties as are requested by the Board or the  President. 

Section 7. Chief Financial Officer. The Chief Financial Officer shall be responsible  for leading the development and implementation of the financial strategy necessary to meet  the Corporation’s strategic objectives in a sustainable manner, and shall perform such other duties as are requested by the Board or the President. 

Section 8. Secretary of the Corporation. The Secretary of the Corporation shall  assist the Board, the Chair of the Board, and the President, including with respect to  interactions of the Board with the Administration; shall be the chief recording officer for the  Board; and shall attend all meetings of the Board and of the Executive Committee. The  Secretary of the Corporation, or an Assistant Secretary, shall cause the requisite notices to be  issued, prepare minutes and records of transactions, and distribute copies of such records to  all Trustees. The Secretary of the Corporation shall receive and file minutes of all  Committee meetings and shall have official custody of all records of the Board. The  Secretary of the Corporation shall have official custody of the Articles of Incorporation and  the Bylaws of the University. The Secretary of the Corporation shall perform such other  duties as customarily pertain to the office of Secretary of the Corporation or are requested  by the Board or the President. 

Section 9. Treasurer. The Treasurer shall exercise those responsibilities assigned  by the Board or the President. 

Section 10. Other Vice Presidents, Other Officers. Any other Vice President(s) or  other officers established pursuant to Article VI Section 1 shall exercise those responsibilities  assigned by the Board or the President.

Section 1. In the event that any person who was or is a party or is threatened to  be made a party to any threatened, pending or completed civil, criminal, administrative or  investigative action, suit or proceeding seeks indemnification from the Corporation against  expenses (including attorneys’ fees) and, in the case of actions other than those by or in the  right of the Corporation, judgments, fines and amounts paid in settlement, actually and  reasonably incurred by such person in connection with such action, suit or proceeding by  reason of the fact that such person is or was a Trustee or officer of the Corporation, a  volunteer of the Corporation, or is or was serving at the request of the Corporation as a  trustee, director, officer, employee, agent or volunteer of another corporation (domestic or  foreign, nonprofit, or for profit), partnership, limited liability company, joint venture, trust,  or other enterprise, then, unless such indemnification is ordered by a court, the Corporation  shall determine or cause to be determined in the manner provided in Section 1702.12(E)(4)  of the Ohio Revised Code whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of  conduct set forth in divisions (E)(1) and (E)(2) of Section 1702.12 of the Ohio Revised Code  and, to the extent that it is so determined that such indemnification is proper, the person  claiming such indemnification shall be indemnified. 

Expenses, including attorneys’ fees, incurred by a trustee, director, officer, employee, agent  or volunteer in defending any action, suit or proceeding referred to in the preceding  paragraph may be paid by the Corporation as they are incurred in advance of the final  disposition of such action, suit or proceeding, as authorized by the Trustees in the specific  case upon receipt of an undertaking by or on behalf of the trustee, director, officer,  employee, agent or volunteer to repay such amount if it ultimately is determined that such  person is not entitled to be indemnified by the Corporation as authorized in this Article. 

The indemnification authorized by this Section shall not be deemed exclusive of, and shall  be in addition to, any other rights granted to those seeking indemnification, pursuant to the  Articles of Incorporation, these Bylaws, any agreement, vote of the disinterested Trustees, or  otherwise, both as to action in their official capacities and as to action in another capacity  while holding their offices or positions, and shall continue as to a person who has ceased to  be a trustee, director, officer, employee, agent or volunteer and shall inure to the benefit of  the heirs, executors, and administrators of such a person. 

For purposes of this Article, the term “volunteer” is used as defined by Chapter 1702 of the  Ohio Revised Code. 

The provisions of Section 1702.12(E)(5)(a)(i) of the Ohio Revised Code applicable to  automatic advance payment of expenses shall not apply to the Corporation. 

Section 2. The Corporation, to the extent permitted by Chapter 1702 of the  Ohio Revised Code, may purchase and maintain insurance or furnish similar protection  including, but not limited to, trust funds, letters of credit or self-insurance for or on behalf  of any person who is or was a Trustee, officer, or volunteer of the Corporation, or is or was  serving at the request of the Corporation as a trustee, director, officer, employee, agent or  volunteer of another corporation (domestic or foreign, nonprofit, or for profit), partnership,  limited liability company, joint venture, trust or other enterprise. 

Section 3. Anything to the contrary notwithstanding, the Corporation shall not  indemnify members of the Board of Trustees, officers or other persons or entities, pay their  expenses in advance or pay insurance premiums on their behalf if such indemnification  payment, advance expense payment or payment of insurance premium would constitute an  “excess benefit transaction” under Section 4958 of the Internal Revenue Code or any similar  future United States internal revenue law.

Section 1. All persons holding full time academic appointments at the ranks of  Professor, Associate Professor, Assistant Professor, Senior Instructor and Instructor in the  Constituent Faculties of the University shall be members of the University Faculty. 

Section 2. The University Faculty shall be concerned with the oversight of the  general educational, research and scholarly activities of the University. The University  Faculty shall meet at least once a year. 

The University Faculty shall have the responsibility to review and make  recommendations to the President and, through the President, to the Board for the  establishment or discontinuance of, or major organizational change in, any college, school or  constituent faculty and policies governing appointment, promotion, tenure and termination  of members of the constituent faculties. In so doing, the University Faculty shall take into  consideration, to the extent it is able, not only the educational desirability of proposals but  also the financial feasibility and the effect of such proposals on the operating budget, capital  requirements and financial health of the University. Notwithstanding the foregoing, nothing  in this Section shall limit the power of the Trustees, directly or through the President, to  oversee and manage the educational programs and activities of the University or to establish  policies related thereto. 

Section 3. The President, the Provost and such other officers as may be  specified by the University Faculty shall be members of the University Faculty by virtue of  office. 

Section 4. The University Faculty has adopted, as of February 1, 1973, a  Constitution that provides, among other things, for the establishment of a Faculty Senate.  The Trustees approve that Constitution, provided that any conflicting interpretations  between that document and these Bylaws shall be governed by these Bylaws and provided  further that any amendments to the Faculty Constitution shall be subject to approval by the  Board. 

Section 5. The University Faculty may delegate any of its responsibilities or  authorities to its governing body, the Faculty Senate, to a constituent faculty, or to a division  or a department of a constituent faculty.

Section 1. The University Faculty shall be comprised of various Constituent  Faculties. 

Section 2. Each Constituent Faculty shall be composed of the President and  such Provosts, Vice Provosts, and Deans as are related to the instructional program of that Faculty. Each Constituent Faculty may, through provision in its bylaws, include as adjunct  members, persons who are not members of the University Faculty. Such adjunct members  may not be counted for purposes of apportioning the Faculty Senate. 

Section 3. Each Constituent Faculty shall have the following purposes:  organization and execution of the educational programs, including curriculum content,  degree requirements, and instruction in the programs delegated to it; recommendation to the  President of appointments and promotions; recommendation to the President of tenure  appointments; and election of faculty members to the Faculty Senate. 

Section 4. Each Constituent Faculty shall be governed in accordance with  bylaws adopted by that faculty and ratified by the Faculty Senate, provided, however, such  bylaws shall be subject to the authority of the Trustees.

Section 1. All diplomas shall be approved by the Board and shall be executed on  behalf of the University by the President. In the absence or temporary disability of the  President, then the Provost or any Vice President assigned by the Board shall sign in the  President's stead. 

Section 2. All former Regulations of the Corporation and By-Laws of the Board  of Trustees are hereby repealed. 

Section 3. Nothing contained in these Bylaws shall supersede or modify the  provisions of the Articles of Incorporation of the University, and in the case of any conflict,  the provisions of the Articles of Incorporation shall prevail. In the event of any ambiguities in  these Bylaws or Articles of Incorporation, the interpretations of the Board shall be controlling. 

Section 4. These Bylaws may be amended, or new Bylaws may be adopted, by the  affirmative vote of a majority of the Board present and entitled to vote at a meeting at which a  quorum shall be present, provided that written notice stating the proposed action to be taken  shall have been given to all Trustees not less than five (5) days in advance of the meeting or  pursuant to Section 5 of Article III hereof. 

Section 5. 

(a) These Bylaws shall be reviewed no later than ten (10) years following  the adoption of these Bylaws and no later than every ten (10) years thereafter by an ad hoc Committee comprised of such members designated by the Chair of the Board in consultation  with the chair of the Committee on Trustees and Governance. 

(b) Delegations of functions, responsibilities and authorities made by the  Trustees, including, without limitation, delegations to the President and other officers,  administrative officers and members of the University Faculty, shall be reviewed no later than five (5) years following the adoption of these Bylaws and no later than every five (5) years  thereafter by an ad hoc Committee comprised of such members designated by the Chair of the  Board and such ad hoc Committee may, as appropriate, meet with members of the Faculty  Senate or a committee designated by the Faculty Senate and such administrative officers  designated by the President to address, among other things, delegations made by the Trustees,  areas of improvement related thereto and other relevant issues. 

Section 6. The Secretary of the Corporation shall keep or cause to be kept a  record, which may be included in the book containing the minutes of proceedings of Trustees, in which shall be recorded the names and addresses of all Trustees. 

Section 7. The Trustees shall adopt a seal of the Corporation that shall be kept in  the custody of the Secretary of the Corporation.