Board of Trustees

Board of Trustees Preamble, Statement of Comportment, Bylaws


The following guidelines are intended to assist members of the Board of Trustees (The Board) in fulfilling their responsibilities to The University and Toledo and to the State of Ohio. Dedicated to the principles set forth in this document will enable the Board of Trustees to serve and govern the University in an effective way and to ensure a culture of constructive inquiry, open discussion and academic excellence.

The Board functions as a cohesive governing body in giving advice, counsel and direction to the President of the University. Members of the Board cast votes that count equally and no one member has any privilege or status except as accorded by the Board as a whole. Only the Board Chairperson is empowered to speak for the Board.

The Board must strive to maintain an environment where students, faculty and staff are not exempt from the consequences of their actions or inactions, but where maximum freedom of scholastic inquiry is assured.

As Trustees of The University of Toledo, Board members have an overriding responsibility to serve the interests of the University so that it may in turn provide a desirable educational experience that produces an affirmative student outcome.

Approved by the Board of Trustees May 14, 2012

Statement of Comportment

Role of the Board
The Board of Trustees is the governing body of The University of Toledo. The Board is authorized under the Revised Code of the State of Ohio to adopt rules for the governance of the University, hire and supervise the president, oversee University finances and control University property and facilities.

The Board serves the citizens of Ohio. It is responsible for ensuring the highest level of educational experience and producing research that provides cultural and economic benefits to the citizens of Ohio, the United States of America and the world.

Board members shall endeavor to attend all Board meetings and all committee meetings as assigned. If a Board member is frequently absent, their attendance shall be referred to the Trusteeship and Governance Committee.

Board members should participate constructively in all meetings having carefully read and reviewed relevant materials in a thoughtful and prepared manner.

Board members should expect and accord to every other Board member civil and respectful treatment even when at odds over disparate opinions.

At all times Board members shall maintain the highest level of discretion and are reminded that discussions held in Executive Session are confidential.

Board members shall be supportive of the State of Ohio Sunshine Laws and the practice of open discussions at open meetings except when Executive Sessions are both permissible and warranted.

Board members shall complete a financial disclosure statement provided by the Ohio Ethics Commission in April and attend ethics training every other year as provided by the Commission.

It is important that every Board member support the University philanthropically, commensurate with one’s means, as an expression of personal commitment to the University’s wellbeing.

Comportment with the President
The Board recognizes the president as the Chief Executive Officer and delegates to the president the management of the University and holds the president accountable for the University’s performance, progress and wellbeing.

In partnership with the president, the Board must concern itself with the strategic opportunities of paramount importance to the University and keep attention to operational matters to a minimum except those necessary to fulfill the Board’s fiduciary duties.

The president reports to the Board of Trustees as a whole and not to individual Trustees. It is also essential that Trustees develop a comfortable working relationship with the president. They should interact one-on-one as needed to share information, concerns, or to give advice.

Comportment with Internal Constituents
Both the Board as a whole and Trustees singly must strike a balance between an undesirable extreme of micro management with campus constituents and a distant detachment from the life and people of The University of Toledo. Trustees are encouraged to participate and interact with administrators, faculty, support staff and all levels of the student body; but, Board members must avoid the perception that the interaction is meant to influence, seek favors or prescribe a certain course of action.

Comportment with External Constituencies
The Board of Trustees must speak as a single entity. No individual Trustee, nor a self-appointed group of Trustees, shall ever speak on behalf of the Board. Trustees should never invite nor initiate opportunities for personal pronouncements. When asked by members of the faculty, staff or members of the community at large to comment on a matter pertaining to University policy or action, they should demur.

Trustees should not interact with external stakeholders on specific University issues, projects, policies or concerns unless the interaction occurs directly as a part of the Board committee approved process.

Because Trustees agree to honor the standards, procedures and expectations outlined in this document, compliance is fundamentally a matter of self-enforced honor. A major part of the compliance scenario is the annual self-study or evaluation of the Board’s performance on the issue of comportment at all levels.

A Trustee concerned about the comportment of a fellow Board member should speak with the Board Chairperson in confidence and as expeditiously as possible.

Approved by the Board of Trustees May 14, 2012

Bylaws of the Board of Trustees of The University of Toledo


Last Updated: 6/27/22