Ohio Rev. Code Ann. § 3345.75 – Appointment of governance authority

(A) Not later than thirty days after the date of the appointment of a conservator for a state university or college under section 3345.74 of the Revised Code, the governor shall appoint, with the advice and consent of the senate, a governance authority for the university or college consisting of five members. The members shall serve at the pleasure of the governor and any vacancies shall be filled in the same manner as an original appointment. The governor shall designate one of the members of the governance authority as the chairperson and shall call the first meeting of the authority. A majority of the members of a governance authority constitutes a quorum and the affirmative vote of a majority of the members shall be necessary for any action taken by an authority. Meetings of a governance authority shall be called in the manner and at the times prescribed by the authority, but the authority shall meet at least four times annually and at other times necessary for the best interest of the university or college. A governance authority may adopt procedures for the conduct of its business. The members of a governance authority shall not receive compensation for their services, but shall be paid their reasonable and necessary expenses while engaged in the discharge of their official duties.
(B)
1. (1) A governance authority established under this section shall appoint an executive director who shall serve at the pleasure of the authority and with the compensation and other terms and conditions established by it. With the approval of the chairperson of the authority, the executive director may appoint additional personnel as the director considers appropriate. The executive director shall oversee the day-to-day operation of the university or college under the direction and supervision of the authority.
2. (2) The governance authority shall conduct a final performance evaluation of the president or chief executive officer of the university or college. Following the evaluation, the governance authority may reinstate any duties, authority, or pay previously suspended under division (C)(6) of section 3345.74 of the Revised Code, or may terminate the president or chief executive officer in accordance with the terms of the person's employment contract.
(C) Upon appointment of all members of a governance authority under this section and upon the effective date for the commencement of the duties of the executive director appointed by that authority under this section, all authority, responsibilities, duties, and references assumed by or conferred upon the conservator under divisions (C)(2) to (6) of section 3345.74 of the Revised Code terminate and all of the following shall occur, effective immediately:
1. (1) The management and control of the state university or college is assumed by the governance authority;
2. (2) Notwithstanding any section of the Revised Code, all duties, responsibilities, and powers assigned by law to the board of trustees or to the conservator are assigned to the governance authority and the governance authority becomes the successor to, assumes the lawful obligations of, and otherwise constitutes the continuation of the board of trustees and the conservator for purposes of all pending legal actions, contracts or other agreements, and obligations of the university or college;
3. (3) Wherever the board of trustees or conservator is referred to in any contract or legal document, the reference is deemed to refer to the governance authority. No validation, cure, right, privilege, remedy, obligation, or liability is lost or impaired by reason of the assumption of the authority of the board of trustees and the conservator by the governance authority under this section and any such validation, cure, right, privilege, remedy, obligation, or liability shall be administered by the governance authority. No action or proceeding pending on the effective date of the assumption by the governance authority of the authority of the board of trustees and the conservator is affected by that assumption and any such action or proceeding shall be prosecuted or defended in the name of the governance authority.
4. (4) The governance authority assumes custody of all equipment, records, files, effects, and all other property real or personal of the state university or college.
(D) A governance authority and executive director appointed under this section shall be immune, indemnified, and held harmless from civil liability, including any cause of action, legal, equitable, or otherwise, for any action taken or duties performed by the governance authority and executive director in good faith and in furtherance of the performance of the duties of the governance authority and executive director under this section.
(E) The expenses of a governance authority and the expenses and compensation of an executive director appointed for a state university or college under this section and others employed by the executive director under this section shall be paid out of the operating funds and revenues of that university or college.
(F) A governance authority appointed under this section shall prepare, in accordance with rules adopted by the office of budget and management, and submit to the chancellor of higher education, the governor, the speaker and minority leader of the house of representatives, and the president and minority leader of the senate a quarterly report setting forth all of the following:
1. (1) The general condition of the university or college;
2. (2) The amounts of receipts and disbursements and the items for which the disbursements were made;
3. (3) The numbers of professors, officers, teachers, and other employees and the position and compensation of each and the numbers of students by courses of instruction;
4. (4) An estimate of expenses for the ensuing quarter;
5. (5) A statement of the general progress of the university or college with indication of any improvements and specification of any experiments with institutional reform and the costs and results of those experiments;
6. (6) Any other matters the governance authority considers useful to report.
(G) The attorney general shall be the legal adviser to the conservator and the governance authority, and the attorney general may employ special counsel to aid the conservator or governance authority with respect to any legal matter on behalf of the institution. The conservator and the governance authority may as otherwise provided by law request the attorney general to bring or defend suits or proceedings in the name of the institution.