., 
MINUTES OF SPECIAL MEETING 
OF 
BOARD OF TRUSTEES 
OF 
YOUNGSTOWN STATE UNIVERSITY 
Tod Administration Building 
Friday, February 6, 2009 
Pursuant to notice and call duly given, a special 
meeting (the two hundred eighty-fifth) of the Board of Trustees 
of Youngstown State University convened at 5:05 p.m., on Friday, 
February 6, 2009, in the Board Room in Tod Hall. 
Ten trustees were present at the meeting, to-wit: 
Mr. Scott R. Schulick, chairperson of the board, who presided, 
Dr. H. S . Wang, Mr. John L. Pogue, Mr. Larry D. DeJane, Ms . 
Millicent S. Counts, Dr. Dianne Bitonte Miladore, Dr. Suder shan 
K. Garg, Mr. Harry Meshel, Mr. Stephen W. T. Foley, Mr. Daniel 
J. DeMaiolo. Mrs. Carole S. Weimer was absent. 
Also present were: Dr. David C. Sweet, President; 
Dr. Ikram Khawaja, Provost and Vice President for Academic Af 
fairs; Dr. Cynthia E. Anderson, Vice President for Student Af 
fairs; Mr. Eugene P. Grilli, Vice President for Finance and Ad 
ministration; Dr. George McCloud, Vice President for University 
Advancement; Dr. Thomas Maraffa, Special Assistant to the Presi 
dent; Ms. Holly A. Jacobs, University General Counsel and Frank 
lin S. Bennett, Jr., Secretary to the Board of Trustees. Also 
present were approximately 10 persons, including deans, members 
of the faculty, students, administrators, and members of the 
news media. 
The chairperson called the meeting to order. 
ITEM I - PROOF OF NOTICE OF MEETING. 
Evidence was available to establish that pursuant 
to Article II, Section 2, of the board's Bylaws; notice of to 
day's special meeting was provided to and/or waived by each of 
the trustees, the student trustees, and the president. 
ITEM II - DISPOSITION OF MINUTES FOR REGULAR MEETING HELD DECEM 
BER 17, 2008. 
1 
The Chairperson stated that disposition of 
minutes of the Board's regular meeting held December 17, 
would be deferred to the next regular meeting of the Board. 
ITEM III - REPORTS OF THE COMMITTEES OF THE BOARD. 
1. Executive Committee 
the 
2008 
The chairperson asked whether any trustee had an ob 
jection to the approval by unanimous consent of the resolutions recom 
mended for adoption by the Executive Committee of the board. There 
being no objection, the chairperson stated that the recommended reso 
lutions would be considered for adoption by consent. The board con 
sidered the following committee reports and recommendations: 
Resolution to Modify 
Selection of Administrative and 
Executive Officers of the University Policy 
YR 2009-30 
WHEREAS, the Institutional Policies are being reviewed 
and reconceptualized on an ongoing basis; and 
WHEREAS, this process can result in the modification 
of existing policies, the creation of new policies, or 
the deletion of policies no longer needed; and 
WHEREAS, action is required by the Board of Trustees 
prior to replacing and/or implementing modified or 
newly created policies, or to rescind existing poli 
cies; 
NOW, THEREFORE, BE IT RESOLVED, that the Board of 
Trustees of Youngstown State University does hereby 
approve the modification of the Institutional Policy 
governing Selection of Administrative and Executive 
Officers of the University, policy number 9001.01 of 
the Uni versi ty Guidebook, to be retitled as Selection 
and Evaluation of Executive Officers of the 
University, shown as Exhibit A attached hereto, and 
does hereby rescind the former corresponding policy 
number 9001.01. A copy of the policy indicating 
changes to be made is also attached. 
*** 
2 
Resolution to Modify 
Annual Evaluation of Administrative and 
Executive Officers of the University Policy 
YR 2009-31 
WHEREAS, the Institutional Policies are being reviewed 
and reconceptualized on an ongoing basisi and 
WHEREAS, this process can result in the modification 
of existing policies, the creation of new policies, or 
the deletion of policies no longer neededi and 
WHEREAS, action is required by the Board of Trustees 
prior to replacing and/or implementing modified or 
newly created policies, or to rescind existing poli 
ciesi 
NOW, THEREFORE, BE IT RESOLVED, that the Board of 
Trustees of Youngstown State Uni versi ty does hereby 
approve the modification of the Institutional Policy 
governing Annual Evaluation of Administrative and 
Executive Officers of the University, policy number 
9002.01 of the University Guidebook, to be retitled as 
Selection and Annual Evaluation of Administrative 
Officers of the University, shown as Exhibit B 
attached hereto, and does hereby rescind the former 
corresponding policy number 9002.01. A copy of the 
policy indicating changes to be made is also attached. 
*** 
Resolution to Approve 
Selection and Evaluation of the 
President of the University Policy 
YR 2009-32 
WHEREAS, the Institutional Policies are being reviewed 
and reconceptualized on an ongoing basisi and 
WHEREAS, this process can result in the modification of 
existing policies, the creation of new policies, or 
the deletion of policies no longer neededi and 
WHEREAS, action is required by the Board of Trustees 
prior to replacing and/or implementing modified or 
3 
newly created 
policies; 
policies, or to rescind existing 
NOW, THEREFORE, BE IT RESOLVED, that the Board of 
Trustees of Youngstown State University does hereby 
approve the creation of the Institutional Policy 
governing Selection and Evaluation of the President of 
the University, policy number 9008.01, of the 
University Guidebook, shown as Exhibit C, attached 
hereto. 
*** 
Resolution to Modify 
Acting President Policy 
YR 2009-33 
WHEREAS, the Institutional Policies are being reviewed 
and reconceptualized on an ongoing basis; and 
WHEREAS, this process can result in the modification 
of existing policies, the creation of new policies, or 
the deletion of policies no longer needed; and 
WHEREAS, action is required by the Board of Trustees 
prior to replacing and/or implementing modified or 
newly created policies, or to rescind existing poli 
cies; 
NOW, THEREFORE, BE IT RESOLVED, that the Board of 
Trustees of Youngstown State University does hereby 
approve the modification of the Institutional Policy 
governing Acting President, policy number 9004.01 of 
the University Guidebook, shown as Exhibit D attached 
hereto, and does hereby rescind the former 
corresponding policy number 9004.01. A copy of the 
policy indicating changes to be made is also attached. 
*** 
Resolution Concerning 
Board Secretary's Professional Services Contract 
YR 2009-34 
WHEREAS, the Executive Committee of the Board of Trus 
tees has reviewed the professional services contract 
between the Board of Trustees of Youngstown State Uni-
4 
versity and Franklin S. Bennett, Jr., as Secretary to 
the Board; and 
WHEREAS, it is the recommendation of the Executive 
Committee that the Secretary's professional services 
contract be modified to provide for an increase in 
compensation, and reimbursement for certain out-of 
pocket expenses incurred by the Secretary on behalf of 
the University; and 
WHEREAS, the Secretary's annual stipend has not been 
modified since 1998; 
NOW, THEREFORE, BE IT RESOLVED, that the professional 
services contract with the Board's Secretary be, and 
the same hereby is, modified to provide the following: 
1. An increase in the annual stipend retroactive to 
July 1, 2008 paid to the Secretary from $30,000 to 
$40,000 and 
2. Reimbursement to the Secretary for expenses of 
postage, copying and long distance telephone incurred 
on behalf of the University. 
BE IT FURTHER RESOLVED, that the Board's Chairperson 
and Vice Chairperson are authorized to execute appro 
priate documentation effecting these modifications to 
the Secretary's contract. 
2. Finance and Facilities Committee. 
The chairperson recognized Dr. Wang, chairperson 
of the Finance and Facilities Committee, who moved the adoption 
of the following resolution: 
Resolution Providing for the Authorization, 
Issuance and Sale of Not to Exceed $47,000,000 
Of General Receipts Revenue Bonds and 
Not to Exceed $10,000,000 of General Receipts Refunding Bonds, 
of Youngstown State University, Approving 
Supplemental Trust Indentures and 
Authorizing the Fiscal Officer to Take Certain Actions 
YR 2009-35 
WHEREAS, the resolutions adopted by this Board on Sep 
tember 22, 1989 and September 18, 2008 (together, the 
"General Bond Resolution"), and the Trust Indenture 
5 
dated as of October IS, 1989, as amended (the "Trust 
Indenture") provide for the issuance from time to time 
of General Receipts Revenue and Refunding Bonds of the 
Uni versi ty, with each issuance to be authorized by a 
Series Resolution adopted by the Board; and 
WHEREAS, the General Bond Resolution was adopted and 
the Trust Indenture was authorized by the Board pursu 
ant to the Act which authorizes the University to is 
sue its Bonds to fund and refund the costs of certain 
capital facilities, defined as "auxiliary facilities," 
"education facilities" and "housing and dining facili 
ties" in Section 3345.12 of the Revised Code and 
called "university Facilities" in this Resolution; and 
WHEREAS, the University previously approved its Cen 
tennial Campus Master Plan in 2006, which plan, as up 
dated, includes the following projects: (1): con 
structing, equipping and furnishing a state-of-the-art 
business school to be named the Williamson College of 
Business Administration to replace the undersized and 
obsolete Williamson Hall; improving parking facili 
ties; constructing a new athletic facility to be known 
as the WATTS Center; renovating and replacing portions 
of the existing Wick Pollock Inn; renovating and up 
grading Kilcawley Center and Kilcawley House; and mak 
ing enhancements to the University's Science, Technol 
ogy, Engineering and Mathematics (STEM) facilities 
(the "Master Plan Projects"); and 
WHEREAS, the University has determined that it is nec 
essary to begin certain Master Plan Projects in 2009 
and has determined that it is necessary and appropri 
ate to issue bonds or other obligations to pay a por 
tion of the costs of the Master Plan Projects and to 
pay the costs of issuing bonds or other obligations 
for such purpose; and 
WHEREAS, the University has determined that it is ad 
vantageous from time to time to refund certain out 
standing obligations of the University including all 
or a portion of the Series 1998 General Receipts Reve 
nue and Refunding Bonds and the Series 1997 General 
Receipts Bonds, outstanding in the aggregate principal 
amount of $9,320,000; and 
WHEREAS, for the above purposes, the University has 
determined to issue not to exceed $47,000,000 in com-
6 
posite aggregate principal amount of General Receipts 
Bonds and not to exceed $10, 000, 000 of General Re 
ceipts Refunding Bonds (the "Bonds"), which may be is 
sued in multiple series, to pay a portion of the costs 
of the Project, including the reimbursement to the 
Uni versi ty of moneys advanced for the purpose in an 
ticipation of being reimbursed from the proceeds of 
the Bonds; and 
WHEREAS, the Board determines that it is in the best 
interest of the University to provide for maximum 
flexibility in structuring the Bonds to achieve maxi 
mum cost savings, and therefore, has provided that 
certain terms of the Bonds shall be determined in the 
Certificates of Award authorized pursuant to Section 5 
hereof (the "Certificates of Award") ; 
NOW, THEREFORE, BE IT RESOLVED, by the Board of Trus 
tees of Youngstown State University, as follows: 
SECTION 1. DEFINITIONS AND INTERPRETATIONS. Where 
used in this Resolution, in any supplemental inden 
tures and in the Certificates of Award, and in addi 
tion to words and terms defined elsewhere in this 
Resolution (including its preambles), any supplemental 
indentures, the General Bond Resolution or the Trust 
Indenture, the following terms shall have the follow 
ing meanings: 
"Annual Bond Service Charge" for any Fiscal Year 
means, in connection with the Bonds authorized here 
under, an amount equal to the scheduled principal and 
interest due on the Bonds in that Fiscal Year. 
"Bond Purchase Agreement" means any Bond Purchase 
Agreement between the Original Purchaser and the Uni 
versity to be dated as of its date of execution. 
"Bonds" means the several series of General Re 
ceipts Revenue and Refunding Bonds and any bond an 
ticipation notes or other debt obligations of the Uni 
versity authorized by this Resolution and issued pur 
suant to this Resolution and the Certificates of 
Award. 
"Certificate of Award" means any Certificate of 
Award authorized by Section 5 hereof. 
7 
"Code" means the Internal Revenue Code of 1986, 
as amended, the regulations (whether proposed, tempo 
rary or final) under that Code or the statutory prede 
cessor of that Code, and any amendments of, or succes 
sor provisions to, the foregoing and any official rul 
ings, announcements, notices, procedures and judicial 
determinations regarding any of the foregoing, all as 
and to the extent applicable. Unless otherwise indi 
cated, reference to a section of the Code includes 
that section and such applicable regulations, rulings, 
announcements, notices, procedures and determinations 
pertinent to that section. 
"Computation Date" means: 
(i) (A) the last day of each Bond Year while the 
Bonds are outstanding, and (B) the date on which the 
last Bonds are retired, or 
(ii) such other date or dates elected by the Uni 
versity as may be permitted under the Code for compu 
tation of the Rebate Amount. 
"Debt Service" means principal of and interest 
and any redemption premium on the Bonds. 
"Delivery Date" means the dates on which 
Bonds are delivered to the Original Purchaser in 
change for payment. 
the 
ex-
"Excess Earnings" means, as of each Computation 
Date, an amount determined in accordance with Section 
148(f) of the Code equal to the sum of (i) plus (ii) 
where: 
(i) is the excess of: 
(a) the aggregate amount earned from the Issu 
ance Date on all Nonpurpose Investments in which Gross 
Proceeds are invested (other than investments attrib 
utable to an excess described in this clause (i)), 
taking into account any gain or loss on the disposi 
tion of Nonpurpose Investments, over 
(b) the amount which would have been earned if 
the amount of the Gross Proceeds invested in those 
Nonpurpose Investments (other than investments attrib 
utable to an excess described in this clause (i)) had 
8 
been invested at a rate equal to the Yield on the 
Bonds; and 
(ii) is any income attributable to the excess de 
scribed in clause (i), taking into account any gain or 
loss on the disposition of investments. 
"Fifth Supplemental Trust Indenture" means the 
Fifth Supplemental Trust Indenture dated as of March 
1, 2009 between the University and the Trustee, au 
thorized pursuant to Section 7.01 of the Trust Inden 
ture and this Resolution. 
nance 
sity. 
"Fiscal Officer" means the Vice President for Fi 
and Administration of Youngstown State Univer-
"Gross Proceeds" means (i) Proceeds, (ii) Re 
placement Proceeds, and (iii) any other money, invest 
ments, securities, obligations or other assets that 
consti tute "gross proceeds" for purposes of Section 
148(f) of the Code as applied to the, all until spent. 
"Insurer" means any issuer of a municipal bond 
insurance policy insuring the payment of all or a por 
tion of the Bond Service Charges on the Bonds, as may 
be approved by the Fiscal Officer pursuant to Section 
8 of this Resolution. 
"Interest Payment Dates" means the fifteenth day 
of June and December in each year, commencing June 15, 
2009 or such other dates as may be set forth in the 
Certificates of Award. 
"Investment Proceeds" means any amounts 
or constructively received from investing 
Proceeds. 
actually 
Original 
"Investment Property" means (i) "investment prop 
erty" as defined in Section 148 (b) (2) of the Code, in 
cluding any security (wi thin the meaning of Section 
165 (g) (2) (A) or (B)) of the Code, any obligation, any 
annuity contract, and any investment-type property. 
Investment Property does not include a Tax-Exempt 
Bond, except a Tax-Exempt Bond which is a "specified 
private activity bond" as defined in Section 
57 (a) (5) (C) of the Code, the interest on which is an 
item of tax preference for purposes of the alternative 
9 
minimum tax imposed on individuals 
or (ii) qualified exempt investment, 
States Treasury obligation - Demand 
Local Government Series. 
and corporations, 
that is, a united 
Deposit State and 
"Issuance Date" means the date of physical deliv 
ery by the University of each series of Bonds author 
ized hereunder in exchange for the purchase price of 
the Bonds. 
"Issue Price" means the aggregate of the initial 
offering prices (including accrued interest and origi 
nal issue discount and/or premium, if any) at which 
each maturity of the Bonds was offered to the public 
(excluding bond houses, brokers and other intermediar 
ies) and at which price or prices a substantial amount 
of each maturity of the Bonds was sold to the public 
(other than to bond houses, brokers and other interme-
diaries) . 
"Letter of Instructions" means a letter addressed 
to the Trustee dated the Issuance Date and signed by 
the Fiscal Officer. 
"Nonpurpose Investments" shall have the meaning 
ascribed to such term in Section 148 of the Code and 
shall mean any investment other than a Purpose Invest 
ment (which is an investment acquired in order to 
carry out the governmental purpose of the Bonds. 
"Original Proceeds" means Sales Proceeds and In 
vestment Proceeds. 
"Original Purchaser" means RBC Capital Markets, 
being the investment banking firm selected by the Fis 
cal Officer. 
"Proceeds" means any Original Proceeds from the 
sale of Bonds and any Transferred Proceeds, as defined 
in Regulations 1.148 8(d) (2). 
"Purpose Investment" means an investment acquired 
in order to carry out the governmental purpose of the 
Bonds, which is to provide funding for the Uni ver 
si ty I S Master Plan Proj ects and pay a portion of the 
costs associated with such issuance. 
10 
"Rebate Amount" means the amount of Excess Earn 
ings (excluding any amount earned on a Bona Fide Debt 
Service Fund) computed as of the most recent prior 
Computation Date in accordance with the requirements 
of Section 148(f) of the Code. 
"Sales Proceeds" means the portion of the Issue 
Price received by the University upon the sale of the 
Bonds (net of any underwriter's discount withheld from 
the Issue Price). 
"Securities Depository" means initially The De 
pository Trust Company (a limited purpose trust com 
pany) , New York, New York. 
"Series 2009 Resolution" or 
means this Resolution authorizing 
sale of the Bonds. 
"this 
the 
Resolution" 
issuance and 
"Sinking Fund Proceeds" means amounts (including 
any investment income) treated as Proceeds of the 
Bonds under the Code because they are accumulated in a 
sinking fund to pay Debt Service within the meaning of 
Treasury Regulations §1.103-13(g), but excluding 
amounts withdrawn therefrom. 
"Special Record Date" means the date established 
by the Trustee in connection with the payment of any 
overdue interest on any Bond pursuant to Section 
4 (g) (ii) of this Resolution. 
"Tax-Exempt Bond" means any obligation, or issue 
of obligations, the interest on which is, or is in 
tended to be, excluded from gross income for federal 
income tax purposes within the meaning of Section 150 
of the Code, and includes any investment treated as a 
"tax-exempt bond" for the applicable purpose of Sec 
tion 148 of the Code. 
"Transferred Proceeds" means any proceeds of a 
prior issue that become Proceeds of the Bonds. 
"Trustee" means U. S. Bank, National Association 
as successor trustee under the 1989 Trust Indenture. 
poses 
that, 
"Yield" has the meaning assigned to it for pur 
of Section 148, and means that discount rate 
when used in computing the present value of all 
11 
payments of principal and interest to be paid on an 
obligation, computed on the basis of a 360 day year 
and semiannual compounding, produces an amount equal 
to (i) the Issue Price in the case of the Series 2009 
Bonds, or (ii) the purchase price for yield purposes 
in the case of Investment Property. The. Yield on In 
vestment Property in which Proceeds of the Bonds are 
invested is computed on a basis consistent with the 
computation of yield on the Bonds. 
The terms "state or local bonds, governmental 
unit," "loan," "private business use," "net proceeds" 
and other terms relating to Code provisions used but 
not defined in this Section 12 shall have the meanings 
given to them for purposes of Sections 103, 141, 148 
and 150 of the Code unless the context indicates an 
other meaning. References in this section to Sections 
are, unless otherwise indicated, references to Code 
sections. 
Unless the context shall otherwise indicate, 
words importing the singular number shall include the 
plural number, and vice versa, and the terms "hereof," 
"herein," "hereby," "hereto," "hereunder," and similar 
terms, mean this Resolution, the Fifth Supplemental 
Trust Indenture and any other indentures supplemental 
to the Trust Indenture as it now exists or as it may 
be amended. References to sections, unless otherwise 
stated, are to sections of this Resolution. 
SECTION 2. AUTHORITY. This Resolution is adopted pur 
suant to the General Bond Resolution, the Trust Inden 
ture and any successor indentures thereto and the Act. 
SECTION 3. AUTHORIZATION, DESIGNATION AND PURPOSE OF 
BONDS. It is hereby declared to be necessary to, and 
the University shall, issue, sell and deliver, as pro 
vided and authorized by this Resolution, General Re 
ceipts Bonds of the university, which shall be desig 
nated "Youngstown State University General Receipts 
Bonds" or such other designation as set forth in the 
Certificates of Award in the maximum original aggre 
gate principal amount of not to exceed $57,000,000 
(the actual original aggregate principal amount of 
each series to be as provided by the Certificates of 
Award), for the purpose of paying a portion of the 
costs of the Uni versi ty Facilities that comprise the 
Project more fully described in the preambles. For 
12 
that purpose, the proceeds from the sale of the Bonds 
shall be allocated and deposited as provided in Sec 
tion 6 of this Resolution. 
SECTION 4. TERMS AND PROVISIONS APPLICABLE TO THE SE 
RIES 2009 BONDS. 
(a) Form and Numbering. The Bonds shall be is 
sued, unless otherwise subsequently provided in any 
supplemental indentures entered into pursuant to the 
Trust Indenture, only in the form of fully registered 
Bonds, substantially in the form set forth in Exhibit 
A to the Fifth Supplemental Trust Indenture with such 
changes as may be necessary to reflect the terms of 
the Bonds set forth in the Certificates of Award. The 
Bonds shall be fully registered and numbered as deter 
mined by the Fiscal Officer in such manner as to dis 
tinguish each Bond from each other Bond. 
The Bonds shall be initially issued only to a Se 
curities Depository to be held in a book entry system 
and: (i) the Bonds shall be registered in the name of 
the Securities Depository or its nominee, as regis 
tered owner, and immobilized in the custody of the Se 
curities Depository; and (ii) the Bonds as such shall 
be transferable or exchangeable in accordance with 
Section 2.05 of the Trust Indenture, provided, however 
that so long as a book entry system is used for the 
Bonds, they may only be transferred to another Securi 
ties Depository or to another nominee of a Securities 
Deposi tory without further action by the Uni versi ty 
pursuant to subparagraph (g) (iii) of this Section. 
Notwithstanding Section 2.05 of the Trust Indenture, 
the University may, and may require the Trustee to, 
transfer the Bonds from one Securities Depository to 
another Securities Depository at any time. 
(b) Terms. 
(i) Denomination and Dates. The Bonds shall 
be issued in the denomination of $5,000 and any inte 
gral multiple of $5,000, and shall be dated as may be 
provided in the Certificates of Award. Each Bond shall 
have only one principal maturity date, except for in 
terim certificates or receipts which may be issued 
pending preparation of definitive Bonds. 
13 
(ii) Interest. 
est from the later of (i) 
The Bonds shall bear inter 
their date or (ii) the most 
recent date to which interest has been paid or pro 
vided for, payable on the Interest Payment Dates at 
the respective rates per annum set forth in the Cer 
tificates of Award. 
(iii) Maturities. The Bonds shall mature on 
the dates and in the principal amounts as provided in 
the Certificates of Award. 
(iv) Prior Redemption. 
(A) The Bonds may be subject to redemp 
tion at the option of the university prior to their 
stated maturities as provided in the Certificates of 
Award. 
(B) The Bonds of one or more maturities 
may be subject to mandatory redemption pursuant to 
Mandatory Sinking Fund Requirements by the University 
at a redemption price equal to 100% of the principal 
amount redeemed, plus accrued interest to the date of 
redemption, the years and in the principal amounts 
provided in the Certificates of Award. 
(c) Maturities: Bond Service Charges. The first 
maturity or mandatory sinking fund payment of the 
Bonds and the final maturity of the Bonds shall be as 
provided in the Certificates of Award. Principal 
shall be payable in each year from the first maturity 
or mandatory sinking fund payment year to the final 
maturity year either at stated maturity or pursuant to 
Mandatory Sinking Fund Requirements. 
(d) Redemption Prior to Maturity. 
(i) If fewer than all of the outstanding 
Bonds are called for optional or mandatory redemption 
at one time, the Bonds to be called shall be desig 
nated by the Fiscal Officer in his sole discretion and 
the maturities of the Bonds to be called for optional 
redemption shall be designated by the Fiscal Officer 
without regard to the order of their maturities. If 
fewer than all of the outstanding Bonds of one matur 
ity are to be called for redemption, the selection of 
the Bonds, or portions of those Bonds (in integral 
14 
multiples of $5,000), of that maturity to be called 
for redemption shall be made by lot in the manner pro 
vided in the Trust Indenture. If optional redemption 
of the Bonds at a redemption price above 100% of the 
principal amount to be redeemed is to take place on 
any applicable mandatory sinking fund redemption date, 
the selection of the Bonds to be optionally redeemed 
shall be selected prior to the selection of the Bonds 
to be redeemed by mandatory sinking fund redemption. 
(ii) Notice of call for redemption of Bonds, 
setting forth the information provided for in Section 
4(d) of the General Bond Resolution, shall be given by 
the Trustee on behalf of the University. Failure to 
receive notice by mailing, or any defect in that no 
tice, as to any Bond shall not affect the validity of 
the proceedings for the redemption of any other Bond. 
(e) Places and Manner of Payment and paying 
Agents. 
(i) The principal of and any redemption pre 
mium on Bonds shall be payable when due only to the 
registered owners, upon presentation and surrender of 
the Series Bonds at the principal corporate trust of 
fice of the Trustee. 
(ii) Interest on any Bond due on each Inter 
est Payment Date shall be payable by check or draft 
which the Trustee shall cause to be mailed on the In 
terest Payment Date to the person who is the regis 
tered owner of the Bond (or one or more predecessor 
Bonds) at the close of business on the Regular Record 
Date applicable to that Interest Payment Date, at the 
address then appearing on the Register. If and to any 
extent, however, that the University shall make nei 
ther payment nor provision for payment of interest on 
any Bond on any Interest Payment Date, that interest 
shall cease to be payable to the person who was the 
registered owner of that Bond (or of one or more 
predecessor Bonds) as of the applicable Regular Record 
Datej when moneys become available for payment of that 
interest the Trustee shall, subject to Section 6.06(d) 
of the Trust Indenture, establish a Special Record 
Date for the payment of that interest which shall be 
not more than 15 or fewer than 10 days prior to the 
date of the proposed payment, and the Trustee shall 
15 
cause notice of the proposed payment and of the Spe 
cial Record Date to be mailed to the person who is the 
registered owner of that Bond on a date not fewer than 
10 days prior to the Special Record Date, at the ad 
dress as then appears on the Register, and thereafter 
that interest shall be payable to the person who is 
the registered owner of that Bond (or a predecessor 
Bond) at the close of business on the Special Record 
Date. 
(iii) Notwithstanding any other provision of 
this Resolution or any provision of the General Bond 
Resolution, the Trust Indenture, the Fifth Supplemen 
tal Trust Indenture, any supplemental indentures or 
any Bond to the contrary, with the written approval of 
the University, the Trustee may enter into an agree 
ment with a Securities Depository, or the nominee of a 
Securities Depository that is the registered owner of 
a Bond in the custody of that Securities Depository 
providing for making all payments to that registered 
owner of principal of and interest and any premium on 
that Bond or any portion of that Bond (other than any 
payment of its entire unpaid principal amount) at a 
place and in a manner (including wire transfer of fed 
eral funds) other than as provided above in this Reso 
lution, without prior presentation or surrender of the 
Bond, upon any conditions which shall be satisfactory 
to the Trustee and the Uni versi ty. That payment in 
any event shall be made to the person who is the reg 
istered owner of that Bond on the date that principal 
and premium is due, or, with respect to the payment of 
interest, as of the applicable Regular Record Date or 
Special Record Date or other date agreed upon, as the 
case may be. The Trustee will furnish a copy of each 
of those agreements, certified to be correct by an of 
ficer of the Trustee, to other authenticating agents 
and paying agents for Bonds, if any, and to the Uni 
versity. Any payment of principal, premium, or inter 
est pursuant to such an agreement shall constitute 
payment thereof pursuant to, and for all purposes of, 
this Resolution and the Agreement. 
(iv) Alternate paying Agents may be desig 
nated in the Certificate of Award by the Fiscal Offi 
cer. 
16 
(f) Execution and Authentication. The Bonds shall 
be executed and authenticated in the manner provided 
in the Trust Indenture. Alternate Authenticating 
Agents may be designated by the Fiscal Officer in the 
Certificate of Award. 
SECTION 5. SALE OF THE BONDS. 
(a) General. 
determine: 
The Fiscal Officer is authorized to 
(i) that the Bonds shall be issuedi 
(ii) the Principal Amount of Bonds to be issued 
in an amount not to exceed $57,OOO,OOOi 
(iii) the interest rates on the Bondsi 
(iv) the amount of any original issue discount 
and/or premium on the Bondsi 
(v) the maturities of the Bondsi 
(vi) the optional and mandatory redemption dates, 
if any, and redemption prices for the Bondsi and 
(vii) the purchase price for the Bonds. 
The Bonds shall be sold by the Fiscal Officer to 
the Original Purchaser on such terms not inconsistent 
with this Resolution as are provided in the Certifi 
cates of Award and the Bond Purchase Agreements. 
The Fiscal Officer is authorized and directed to 
execute the Certificates of Award and the Bond Pur 
chase Agreements, in order to provide for the defini 
tive terms and terms of sale of the Bonds as provided 
in this Resolution, and to award and provide for sale 
of the Bonds to the Original Purchaser. The Bond Pur 
chase Agreements shall not be materially adverse to 
the University as shall be approved by the Fiscal Of 
ficer, his execution of the Bond Purchase Agreement to 
constitute conclusive approval of any such changes on 
behalf of the University. The Certificates of Award 
shall be incorporated in and form a part of the Fifth 
Supplemental Trust Indenture and any supplemental in 
dentures authorized under this Resolution. 
17 
(b) Official Statement. The Fiscal Officer is 
authorized and directed, on behalf of the University, 
and in his official capacity, to prepare or cause to 
be prepared, a preliminary official statement relating 
to the original issuance of each series of Bonds; to 
determine, and to certify or otherwise represent, when 
such preliminary official statement is "deemed final" 
for purposes of Securities and Exchange Commission 
Rule 15c2 12(b) (1); and to use and distribute, or au 
thorize the use and distribution of such preliminary 
official statements in connection with the original 
issuance of each series of Bonds until an official 
statement is prepared. All actions previously taken by 
the Fiscal Officer in this regard relating to a pre 
liminary official statement are hereby approved, rati 
fied and confirmed. 
The Fiscal .Officer is further authorized and di 
rected, on behalf of the University, and in his offi 
cial capacity, to prepare or cause to be prepared an 
official statement, and any necessary supplements 
thereto, relating to the original issuance of each se 
ries of Bonds; to determine, and to certify or other 
wise represent, when such official statement is a fi 
nal official statement for purposes of Securities and 
Exchange Commission Rule 15c2 12 (b) (3) and (4); to use 
and distribute, or authorize the use and distribution 
of such official statement, and any supplements 
thereto, in connection with the sale of each series of 
Bonds; and to sign and deliver the official state 
ments. 
The Fiscal Officer is further authorized and di 
rected, on behalf of the University, and in his offi 
cial capacity, to sign and deliver such certificates 
in connection with the accuracy of the preliminary of 
ficial and the final official statements and any sup 
plements thereto as may, in his judgment, be necessary 
or appropriate. 
SECTION 6. ALLOCATION OF PROCEEDS OF THE BONDS. 
(a) Allocation. All of the proceeds from the 
sale of the shall be received and receipted for by the 
Fiscal Officer or by his authorized representative for 
that purpose, and shall be allocated, deposited and 
credited as follows: 
18 
(i) To the Bond Service Account in the Bond Ser 
vice Fund, any portion of the proceeds representing 
accrued interest and premium, if any; 
(ii) To the 2009 University Facilities Project 
Fund (the 2009 Project Fund), hereby established, the 
balance of the proceeds, to be applied to pay costs of 
the Master Plan Proj ects as determined by the Fiscal 
Officer and as described in the preambles; 
(iii) To the Refunding Account to be applied to 
the refunding of certain outstanding obligations of 
the University; and 
(iv) To pay the costs of the issuance. 
(b) 2009 Project Fund. 
(i) The 2009 Project Fund shall be held by the 
University in a separate deposit account or accounts 
(except when invested as provided below) set up in a 
bank or banks that are members of the Federal Deposit 
Insurance Corporation, and used to pay costs of the 
Series 2009 University Facilities Project that consti 
tute "costs of education facilities" or "costs of aux 
iliary facilities" as defined in the Act (Project 
Costs) . 
(ii) The Fiscal Officer shall apply the 2009 Pro 
ject Fund pursuant to the provisions of this Section 6 
to the payment of the Project Costs, including, with 
out limitation, the reimbursement of the University 
for moneys heretofore advanced to pay Project Costs in 
anticipation of the issuance of the Bonds. 
(iii) Moneys to the credit of the 2009 Project 
Fund, pending their application as above set forth, 
shall be subject to a lien and charge in favor of the 
holders of the Bonds, and the Uni versi ty covenants 
that it will not cause or permit to be paid from the 
2009 Project Fund any moneys except in compliance with 
the provisions of this Resolution, the Trust Indenture 
the Fifth Supplemental Trust Indenture and any other 
supplemental indentures relating to the Bonds. 
19 
(iv) Moneys on deposit in the 2009 Project Fund 
may be invested by or at the direction of the Fiscal 
Officer in Eligible Investments maturing or redeemable 
at the option of the holder prior to the time needed 
for the purposes thereof. The investments and the 
proceeds of their sale shall constitute part of the 
2009 Project Fund, and earnings from any of those in 
vestments shall be credited to the 2009 Project Fund. 
The investments may be sold, exchanged or collected 
from time to time by or at the direction of the Fiscal 
Officer. 
(v) Any balance remaining in the 2009 Project 
Fund after the Fiscal Officer has certified to the 
Trustee that payment of Project Costs has been accom 
plished or provided for to the satisfaction of the 
University shall be deposited in the Bond Service Ac 
count and used for payment of principal on the, or ex 
pended for costs of University Facilities with the ap 
proval of the Board if that payment or expenditure 
shall not, in the opinion of Bond Counsel to the Uni 
versity, adversely affect the exclusion of interest on 
the Bonds from gross income for federal income tax 
purposes. 
SECTION 7. TAX COVENANTS; REBATE FUND. 
(a) Covenants. The University hereby covenants 
that: 
(i) It will restrict the use of the proceeds of 
the Bonds in such manner and to such extent, if any, 
as may be necessary so that the Bonds will not consti 
tute arbitrage bonds under Section 148 of the Code. 
The Fiscal Officer, or any other officer of the Uni 
versity having responsibility for the issuance of the 
Series 2009 Bonds, alone or in conjunction with any 
other officer or employee of or any consultant to the 
University, shall give an appropriate certificate of 
the University, for inclusion in the transcript of 
proceedings for the Bonds, setting forth the reason 
able expectations of the University regarding the 
amount and use of all the proceeds of the Bonds, the 
facts, circumstances and estimates on which they are 
based, and other facts and circumstances relevant to 
the tax treatment of the interest on the Bonds. 
20 
(ii) It (a) will take or cause to be taken such 
actions that may be required of it for the interest on 
the Bonds to be and remain excluded from gross income 
for federal income tax purposes, and (b) will not take 
or authorize to be taken any actions that would ad 
versely affect that exclusion, and that it, or persons 
acting for it, will, among other acts of compliance, 
(1) apply the proceeds of the Bonds to the governmen-
tal purpose of the borrowing, (2) restrict the yield 
on investment property acquired with those proceeds, 
(3) make timely rebate payments to the federal govern-
ment, (4) maintain books and records and make calcula 
tions and reports, and (5) refrain from certain uses 
of those proceeds, all in such manner and to the ex 
tent necessary to assure such exclusion of that inter 
est under the Code. The Fiscal Officer and other ap 
propriate officers are authorized and directed to take 
any and all actions, make calculations and rebate pay 
ments to the federal government, and make or give re 
ports and certifications, as may be appropriate to as 
sure such exclusion of that interest. 
(b) Rebate Fund. There is hereby created the Se 
ries 2009 Bonds Rebate Fund (the Rebate Fund), to be 
in the custody of the Trustee, which shall be continu 
ously invested in Eligible Investments by the Trustee 
at the oral direction (confirmed in writing) of the 
Fiscal Officer. The Rebate Fund shall be held, admin 
istered and disposed of in accordance with the provi 
sions of Section 9 of the Fifth Supplemental Trust In 
denture and any other supplemental indentures relating 
to the Bonds. Amounts credited to the Rebate Fund are 
not General Receipts and shall be free and clear of 
any lien under the Fifth Supplemental Trust Indenture, 
any supplemental indentures or under the Trust Inden 
ture. 
SECTION 8. INSURANCE; OTHER AGREEMENTS. If he deter-
mines it in the best interest of the University in or 
der to achieve maximum cost savings on the Bonds, the 
Fiscal Officer may make application for a policy of 
municipal insurance from the Insurer to insure all or 
any portion of the Bonds. 
The Fiscal Officer is authorized to enter into 
such agreements and to make such changes to the Fifth 
Supplemental Trust Indenture and any other supplemen-
21 
tal indentures relating to the Bonds and the Bond form 
as may be required by the Insurer in order to issue 
said policy. 
The Fiscal Officer is further authorized to enter 
into such agreements and execute such certificates as 
may be required in connection with the issuance, sale 
and delivery of the Bonds. 
SECTION 9. APPOINTMENT OF SUCCESSOR TRUSTEE. The Dol-
lar Savings and Trust Company, now National City Bank, 
previously resigned its position as trustee under the 
Trust Indenture. Therefore, this Board hereby ap 
points U.S. Bank, National Association as successor 
Trustee under the Trust Indenture and authorizes the 
Fiscal officer to execute and deliver such agreement 
as may be necessary to effect the appointment. 
SECTION 10. FIFTH SUPPLEMENTAL TRUST INDENTURE. The 
Chairman of the Board or the President of the Univer 
sity, and the Fiscal Officer, or anyone or more of 
them, are authorized and directed to execute and de 
liver to the Trustee, in the name of and on behalf of 
the University, and the Secretary to the Board is au 
thorized and directed to attest, supplemental inden 
tures pursuant to the Trust Indenture and in connec 
tion with the issuance of the Bonds. 
SECTION 11. OPEN MEETING. It is found and determined 
that all formal actions of this Board concerning and 
relating to the adoption of this Resolution were taken 
in an open meeting of this Board, and that all delib 
erations of this Board and of any of its committees 
that resulted in those formal actions were taken in 
meetings open to the public, in full compliance with 
applicable legal requirements including Section 121.22 
of the Revised Code. 
The motion was seconded by Mr. Pogue. Following discussion the 
trustees voted without dissent in favor of the resolution and 
the chairperson declared the motion carried and the resolution 
adopted. 
*** 
Dr. Wang then moved the adoption of the following resolution: 
Resolution for the General Bond Providing for the Amendment and 
Restatement in its Entirety of the Trust Indenture Dated as of 
22 
October 15, 1989 (the "original trust indenture") Between 
Youngstown State University and u.s. Bank, National Association, 
as Successor in Interest to the Dollar Savings and Trust Company 
(now known as National City Bank), as Trustee, Authorizing an 
Amended and Restated Trust Indenture, Providing for the Authori 
zation, Issuance and Dale from Time to Time of General Receipts 
Obligations of Youngstown State University, Providing for the 
Payment of Such Obligations, and the Securing of Such Payment, 
and Authorizing Other Matters Related Thereto 
YR 2009-36 
WHEREAS, the Board of Trustees of Youngstown State 
University (the "University") adopted the General Bond 
Resolution (the "1989 Resolution") on September 22, 
1989, which authorized the issuance of the Univer 
sity's General Receipts Bonds pursuant to the provi 
sions of the Trust Indenture dated as of October 15, 
1989, (the "Original Trust Indenture") with U.S. Bank, 
National Association, as successor in interest to The 
Dollar Savings and Trust Company (now known as Na 
tional City Bank, as trustee (the "Trustee"); and 
WHEREAS, the University desires to amend and restate 
the Original Trust Indenture in its entirety by exe 
cuting and delivering the Amended and Restated Trust 
Indenture (the "Restated Trust Indenture") between the 
Uni versi ty and the Trustee to modernize the Original 
Trust Indenture to reflect changes in the Uni versi ty 
financing standards, market expectations and financing 
techniques since 1989, to provide the university 
greater flexibility in financing and investing, and 
improved cash management, and to make certain other 
changes to the Original Trust Indenture; and 
WHEREAS, in order to amend and restate the Original 
Trust Indenture, the Uni versi ty and the Trustee must 
first comply with the requirements of Section 7.02 of 
the Original Trust Indenture, and the University shall 
determine that the conditions of such Section 7.02 
have been met; and 
WHEREAS, by and pursuant to Chapter 3345 of the Ohio 
Revised Code, the University is authorized, among 
other things, to acquire, by purchase, lease, lease 
purchase, lease with option to purchase, or otherwise, 
construct, equip, furnish, reconstruct, alter, 
enlarge, remodel, renovate, rehabilitate, improve, 
23 
maintain, repair and operate certain facilities de 
fined as "housing and dining facilities," "auxiliary 
facilities" and "education facilities" in such Chap 
ter; and 
WHEREAS, by and pursuant to Sections 3345.11 and 
3345.12 of the Ohio Revised Code, enacted under au 
thority of the Constitution of Ohio, particularly Sec 
tion 2i of Article VIII thereof, the University is au 
thorized and empowered, among other things, (a) to is 
sue, as provided herein, bonds, notes and other evi 
dences of obligation of the University to pay the 
costs of such housing and dining facilities, auxiliary 
facilities and education facilities (collectively de 
fined as "facilities" in Section 3345.12 of the Ohio 
Revised Code) and to refund, fund or retire such obli 
gations previously issued for such purpose; (b) to se 
cure the payment of such obligations by a pledge of 
the gross amount of the General Receipts (as defined 
in the Restated Trust Indenture) of the University in 
priori ty to all other expenses, claims or payments; 
(c) to covenant, as herein provided, that the Univer 
sity will make, fix, adjust and collect the fees, in 
come, revenues, receipts, charges and other items com 
prising General Receipts to produce General Receipts 
sufficient at all times to pay the Debt Service 
Charges (as defined in the Restated Trust Indenture) 
when due, establish and maintain any required reserve 
and meet other requirements herein provided; (d) to 
further secure the payment of certain of such obliga 
tions by entering into agreements with financial in 
stitutions to provide letters of credit or other 
credi t support instruments in connection with one or 
more series of such obligations; and (e) to provide 
for a Trust Indenture and make further provisions for 
securing the payment of the Debt Service Charges (as 
defined in the Restated Trust Indenture) and the pay 
ment of any obligations of the University to financial 
institutions providing letters of credit or other 
credi t support instruments in connection with one or 
more series of such obligations; provided that the 
owners and holders of such obligations and financial 
insti tutions shall have no right to have excises or 
taxes levied by the General Assembly of the State for 
the payment of the principal thereof or interest or 
any redemption premium thereon; and 
24 
WHEREAS, the University desires to make provision for 
the issuance from time to time of the Obligations (as 
defined in the Restated Trust Indenture) and for the 
payment of the Debt Service Charges thereon and the 
security thereof by this 2009 General Bond Resolution 
(the "2009 General Bond Resolution") and the Restated 
Trust Indenture herein authorized, with each issue of 
obligations to be authorized by a separate Series 
Resolution (as defined in the Restated Trust Inden 
ture) based upon this 2009 General Bond Resolution and 
the Restated Trust Indenture; and 
WHEREAS, with the financings previously approved by 
the Board, the University has been advised by its fi 
nancial specialists that there is a unique opportunity 
to effectuate such changes in a manner that it is both 
cost-effective and procedurally efficient; 
NOW, THEREFORE, BE IT RESOLVED, by the Board of Trus 
tees of Youngstown State University (the "Board"), as 
follows: 
SECTION 1. That to better provide for the fa 
cilities and the financing mechanisms therefore, as 
set forth in the preambles hereto, and particularly 
for the purpose of amending and restating, in its en 
tirety, the Original Trust Indenture in order to bet 
ter provide for the availability of comprehensive fi 
nancing options and techniques which were not in exis 
tence at the time of the execution of either the 1989 
Resolution or the Original Trust Indenture, and to 
make other necessary changes to the Original Trust In 
denture, this Board hereby determines that it is nec 
essary to enter into a Restated Trust Indenture, and 
hereby authorizes the approval and execution thereof 
by the President and the Vice President for Finance 
and Administration of the University. 
SECTION 2. That in addition to the Restated 
Trust Indenture, any accompanying documents, certifi 
cations or agreements may be executed on behalf of the 
Uni versi ty by the Vice President for Finance and Ad 
ministration of the University. 
SECTION 3. That the Uni versi ty may consolidate 
future issues of notes or other issues of indebtedness 
into a single note or bond issue. 
25 
SECTION 4. That this Board hereby finds and de 
termines that all formal actions relative to the adop 
tion of this 2009 General Bond Resolution were taken 
in an open meeting of this Board and of its commit 
tees, if any, which resulted in formal action, were 
taken in meetings open to the public, in full compli 
ance with applicable legal requirements, including 
Section 121.22 of the Ohio Revised Code. 
SECTION 5. That all resolutions or parts thereof 
in conflict with the provisions of this 2009 General 
Bond Resolution are, to the extent of such conflict, 
hereby repealed. 
SECTION 6. This 2009 General Bond Resolution 
shall take effect from and after its passage. 
The motion was seconded by Dr. Garg. Following discussion the 
trustees voted without dissent in favor of the resolution and 
the chairperson declared the motion carried and the resolution 
adopted. 
ITEM V - COMMUNICATIONS AND MEMORIALS 
The board considered no communications or memori-
also 
ITEM VI - UNFINISHED BUSINESS 
The board considered no unfinished business. 
ITEM VII - NEW BUSINESS 
The board considered no new business. 
ITEM VIII - TIME AND PLACE OF UPCOMING REGULAR MEETINGS 
Upon motion duly made and seconded, which received 
the affirmative vote of all trustees present, the trustees re 
solved to set the following dates and times for the next regular 
meetings of the board to be held in the Board Room in Tod Hall: 
3:00 p.m., Friday, March 13, 2009 
. 3:00 p.m., Friday, June 19, 2009 
3:00 p.m., Friday, September 25, 2009 
3:00 p.m., Wednesday, December 16, 2009 
26 
ITEM IX - ADJOURNMENT 
was 
p.m. 
Upon motion duly made and 
duly adj ourned by unanimous vote of 
seconded, the meeting 
the trustees at 5: 15 
Chairperson 
ATTEST: 
secretary to the Board of Trustees 
27 
· Youngstown 
STATE UNIVERSITY 
SPECIAL BOARD OF TRUSTEES' MEETING 
Friday, February 6, 2009 
4:00 p.m. 
A. Roll Call 
B. Proof of Notice of Meeting 
AGENDA 
Tod Hall 
Board Meeting Room 
C. Disposition of Minutes for Meeting Held December 17,2008; will be Deferred until the Next 
Meeting 
D. Report of the Committees of the Board 
1. Executive Committee 
a. Resolution to Modify Selection of Administrative and Executive Officers of the 
University Policy 
b. Resolution to Modify Annual Evaluation of Administrative and Executive Officers of 
the University Policy . 
c. Resolution to Approve Selection and Evaluation of the President of the University 
Policy 
d. Resolution to Modify Acting President Policy 
e. Resolution Concerning Board Secretary's Professional Services Contract 
2. Finance and Facilities Committee 
a. Resolution Providing for the Authorization, Issuance and Sale of Not to Exceed 
$47,000,000 of General Receipts Revenue Bonds and Not to Exceed $10,000,000 of 
General Receipts Refunding Bonds, of Youngstown State University, Approving 
Supplemental Trust Indentures and Authorizing the Fiscal Officer to Take Certain 
Actions 
b. Resolution for the General Bond Providing for the Amendment and Restatement in its 
Entirety of the Trust Indenture Dated as of October 15, 1989 (the "original trust 
indenture") Between Youngstown State University and U.S. Bank, National 
Association, as Successor in Interest to the Dollar Savings and Trust Company (now 
known as National City Bank), as Trustee, Authorizing an Amended and Restated 
Trust Indenture, Providing for the Authorization, Issuance and Sale from Time to 
Time of General Receipts Obligations of Youngstown State University, Providing for 
the Payment of Such Obligations, and the Securing of Such Payment, and Authorizing 
Other Matters Related Thereto 
E. Communications and Memorials 
F. Unfinished Business 
G. New Business 
H. Old Business 
I. Dates and Times of Upcoming Regular Meetings of the Board 
Tentative Meeting Dates: 3 p.m., Friday, March 13,2009 
3 p.m., Friday, June 19, 2009 
3 p.m., Friday, September 25,2009 
3 p.m., Wednesday, December 16,2009 
J. Adjournment 
i 
c-
t····· 
l' . 
1· 
! 
! 
i 
Youngstown 
STATE UNIVERSITY 
RESOLUTION TO MODIFY SELECTION OF ADMINISTRATIVE 
AND EXECUTIVE OFFICERS OF THE UNIVERSITY POLICY 
WHEREAS, the Institutional Policies are being reviewed and reconceptualized 
on an ongoing basis; and 
WHEREAS, this process can result in the modification of existing policies, the 
creation of new policies, or the deletion of policies no longer needed; and 
WHEREAS, action is required by the Board of Trustees prior to replacing 
and/or implementing modified or newly created policies, or to rescind existing 
policies; 
NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of 
Youngstown State University does hereby approve the modification of the 
Institutional Policy governing Selection of Administrative and Executive 
Officers of the University, policy number 9001.01 of the University Guidebook, 
to be retitled as Selection and Evaluation of Executive Officers of the 
University, shown as Exhibit A attached hereto, and does hereby rescind the 
former corresponding policy number 9001.01. A copy of the policy indicating 
changes to be made is also attached. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D.l.a. 
NUMBER 
9001.01 
PAGE 101'5 
UNIVERSITY GUIDEBOOK 
Subject: Selection and Evaluation of Executive Officers of the University 
Developed by: 
Approved: 
Revised: 
Ot1icc of the President 
February 6. 2009 
June 15.2001. September 24.2003 
February 6. 2009 
Authorized by: David C. Sweet 
Title: President 
EFFECTIVE: February 6.2009 
Policy: In the selection and evaluation of Executive Officers of the University, the Board of 
Trustees is committed to the principle of collegiality where, as appropriate, members of the 
University community-students, faculty, and staff-have opportunity to participate in the 
decision-making processes of the University. The Board of Trustees acknowledges the need 
for the establishment of processes for the selection and regular evaluation of executive 
officers of the University. The Board also affirms the principle of merit-based rewards that 
are directly associated with positive evaluation of these officers. 
Principles: 
• Advertising to fill executive officer positions of the University will be done in a manner 
that will create a diverse pool of candidates of racial, ethnic and social backgrounds 
reflecting a wide diversity of values, ideas, and beliefs. 
• An individual selected to serve as an executive officer will be identified from an 
applicant pool obtained as a result of a national search process. (Filling these positions 
on an interim basis may be done without initiating a formal process.) 
• In recognition of the principles of collegiality, advisory committees will be utilized 
during the process of searching, screening, and interviewing executive officers. 
• Evaluation involves an employee and supervisor in a yearly process of mutually 
identifying measurable objectives, regular review of progress toward their achievement, 
and year-end determination of whether or not the objectives were met. 
• The evaluation may involve merit salary considerations as part of the year-end sessions. 
RESOLUTIONS NUMBERS: YR 1998-33; YR 200 I-51; YR 2004-16; YR 2009-
Executive Officers of the University are the Provost/Vice President for Academic 
Affairs, Vice President for Student Affairs, Vice President for Finance and 
Administration, Vice President for University Advancement and the University General 
Agenda Item D.1.a. 
Exhibit A 
NUMBER 
.9001.01 
PAGE 20fS 
CounseL and such other positions as may from time to time be, with approval of the 
Board of Trustees, identified as executive level officers. As executive officers, each 
maintains overall leadership for a particular division or unit. As University officials, 
each has the responsibility to represent the University and provide leadership in the 
specified areas of responsibility. The executive officers serve as primary advisors and the 
members of the President's Cabinet. In addition, the President may designate other 
administrative officers to serve as members of the Cabinet. 
• The Provost/Vice President for Academic Affairs is the chief academic officer of 
the University. As the President's first delegate, the Provost/Vice President for 
Academic Affairs has primary responsibility for the overall administration of the 
academic programs of the University. The Provost/Vice President for Academic 
Affairs provides leadership in the academic division and serves as a primary interface 
between the academic and other divisions of the University. The Provost/Vice 
President for Academic Affairs also provides overall leadership and coordination for 
the academic departments, schools, and colleges and other units in the Academic 
Division. 
• The Vice President for Student Affairs is the chief student personnel officer for the 
University and, in tIlis capacity, provides leadership for the Division of Student 
Affairs and it major units, including Enrollment Services, Student Life, and Student 
Services. The Vice President works closely with the Provost/Vice President for 
Academic Affairs to provide a comprehensive and integrated university experience to 
a diverse student body. Major responsibilities .of the Vice President include student 
discipline; divisional budget management; personnel supervision and planning; 
student life research; coordination of student enrollment and retention efforts; 
scholarship administration; administrative liaison with Student Government, student 
publications, and major student organizations; and primary responsibility for the 
campus environment and student welfare, including the health and safety of the 
student population. 
• The Vice President for Finance and Administration is the chief fiscal and 
administrative officer of the University and provides leadership for the Division of 
Finance and Administration. The Vice President for Finance and Administration 
recommends fiscal policy to the President for consideration by the Board of Trustees 
and is responsible for implementation of these policies. Major responsibilities of the 
Vice President for Finance and Administration include oversight of funds from state 
appropriations; developing and monitoring the financial transactions of the 
University, University payrolL and public accountability for University resources: 
providing administrative leadership for developing policies, plans, and allocation of 
resources; developing and monitoring non-academic personnel compensation, 
procedures, and practices; developing and maintaining the physical plant of the 
University; and maintaining the physical environment of the University. 
NUMBER 
9001.01 
PAGE 30fS 
• The Vice President for University Advancement provides leadership for the 
Division of University Advancement. The Vice President for University 
Advancement leads university efforts in fund-raising, marketing, government, public 
and media relations, information services, including the university web site and 
WYSU, and alumni relations. The Vice President works with the Office of the 
President, the executive and administrative staff, and the Youngstown State 
University Foundation to accomplish institutional objectives in these areas. He or she 
also serves on community and foundation boards and represents the university at 
external events as appropriate. 
• The University General Counsel is the Chief legal officer of the University. The 
General Counsel is appointed jointly by the Ohio Attorney General and the President, 
with approval of the Board of Trustees. The General Counsel serves as University 
legal counsel and serves as liaison between the Office of the President and the Office 
of the Ohio Attorney General including outside counsel. The University General 
Counsel provides advice on legal issues and represents the University in litigation, 
collective bargaining, and at grievance hearings and arbitration. 
Procedures for the Selection of an Executive Officer: 
The procedures that follow provide an overall structure for executive officer selection. It 
is recognized that these procedures may need to be adjusted to accommodate a particular 
situation. 
1. When there is a need to identify a new executive officer, the President will appoint a 
Search Advisory Committee. 
2. This Committee will include representatives of the affected University Division. and 
may include other members of the University community and other external members 
as appropriate. 
3. This Committee will review all of the applications received. identify those that meet 
the pre-established qualifications, complete an initial check of references of the 
qualified candidates, and recommend a short list of candidates to be interviewed. 
4. This Committee will be involved in the process of interviewing all of the candidates 
visiting the campus. 
5. The on-campus interview process may include a broad representation of each of the 
Divisions of the University. students. appropriate comm~lJ1ity representatives. and 
others identified by the President. 
• 
NUMBER 
9001.01 
PAGE 401'5 
6. The President will also host a meeting with each of the final candidates and members 
of the Board of Trustees. 
7. Exceptions to the above selection requirements may be granted in special 
circumstances where departure offers demonstrable benefits for the University. A 
request for such an exception must be submitted in writing to the Human Resources 
and Labor Relations Depariment and the Office of Equal Opportunity and Diversity 
for review and recommendation. The request initiated by the President, together with 
the recommendations of Human Resources and Equal Opportunity, will be submitted 
to the Internal Affairs Committee of the· Board of Trustees, which shall recommend 
the final action to be taken on the request by the Board of Trustees. 
Procedures for the Evaluation of Executive Officers: 
The procedures that follow provide an overall structure for evaluation. It is recognized 
that these procedures may need to be adjusted to accommodate a particular situation. 
1. The evaluation process is conducted on an annual basis. 
2. The process will be initiated with one-on-one session(s) between the executive officer 
and the President. 
3. The initial phase of the process will be devoted to dialog whereby mutually accepted 
annual objectives are identified and finalized in writing, usually at the start of the 
fiscal/academic year. 
4. Through the course of the year, one-on-one sessions will be initiated by either party to 
review the progress being made toward the achievement of the objectives. 
Adjustments can be made to the objectives during these sessions. 
5. At year's end, during a one-on-one session between the executive officer and the 
president, the degree to which these objectives have been met will be determined and 
preliminary salary adjustment considerations will be discussed. The Board of 
Trustees considers it important to have the evaluation of Executive Officers include 
the perspective of their constituents and subordinates. Therefore, an important 
component of the overall evaluation will be input from a sample of constituents and 
subordinates. The President shall consult with the Board of Trustees during the 
evaluation process as to the performance of executive officers and will inform the 
Board of Trustees about the results of his/her evaluation of each executive officer. 
NUMBER 
.9001.01 
PAGE 501'5 
6. When considering salary adjustments for executive officers. the President shall 
submit proposed adjustments to the Internal Affairs Committee for its review and 
comment prior to implementing said adjustment(s). 
NUMBER 
9001.01 
PAGE lof6.!i 
RED LINE VERSION 
UNIVERSITY GUIDEBOOK 
Subject: Selection and Evaluation of }· ... .dministrative and Executive 
Officers of the University 
De·veloped by: Office of the President Authorized by: David C. Sweet 
Approved: Marsh 13, 1998 Februarv 6.2009 
June 15. 2001, September 24, 2003 
Februarv 6. 2009 
Title: President 
Revised: EFFECTIVE: SeptemBer 24,2993 
Februarv 6. 2009 
Policy: In the selection and evaluation of Executive Officers of the University, +he-the 
Board of Trustees is committed to the principle of collegiality where, as appropriate, 
members of the University community--students, faculty, and staff-have opportunity to 
participate in the decision-making processes of the University. The Board :ftH4ef feeegmi!ies 
the value ef iRf>ut from the largef eemmunity, partieulady as that iRf>ut 'lleuld be selieited as 
paFI: ef the pfeeess of pfesideHtial seleetieft of Trustees acknowledges the need for the 
establishment of nrocesses for the selection and rewar evaluation of executive officers of 
the Universi!y. The Board also affirms the nrincinle of merit-based rewards that are directly 
associated with nositive evaluation of these officers. 
Principles: 
• 
Advertising to fill executive and administrative officer positions of the University will 
be done in a manner that will create a diverse pool of candidates of racial, ethnic and 
social backgrounds reflecting a wide diversity of values, ideas, and beliefs; and faeial, 
ett..nie, and seeial baekgfeUftds. 
• 
An individual selected to serve as an executive ef admimstfative officer will be 
identified from an applicant pool obtained as a result of a national search process. 
(Filling these positions on a tempef8:fY an interim basis may be done without initiating a 
formal process.) 
• 
In recognition of the principles of collegiality, advisory committees will be utilized 
during the process of searching, screemng, and interviewing executive aHEi 
aEiministf8:tive officers. 
• 
1ft seleetiftg aft iftai¥idual te fuftetieft as ffis,lfief speeial assistaHt, aftd suefi pesitioft 
eeftstitutes an aEimiftistf8:tive ef exeeutive positieft, the PfesideHt may waive the seafeh 
pfeeess. 
• 
Evaluation involves an emQloyee and sUQervisor in a yearly Qrocess of mutually 
identifying measurable objectives. rewar review of Qrogress toward their achievement. 
and year-end determination of whether or not the objectives were met. 
• 
The evaluation may involve merit salary considerations as nart of the year-end sessions. 
RESOLUTION NUMBERS: YR 1998-33; YR 200 I-51; YR 2004-16; YR 2009-
• 
NUMBER 
.9001.01 
PAGE 2 ofe~ 
i· ... dmiRistFatiye OffieeFs sf the URi-veFsity include the College Deans, Dean of GTaduate 
Studies and Researeh, and the E~(eeuti'/e Direetors. As administrative offieers, these 
individuals maintain management responsibilities for a speeifie segment of the eampus. They 
also serve as an integral part of the University'S leadership team that is responsible for the 
overall direetion of the institution. Eaeh serves as primary advisor on the various divisional 
advisory eommittees. 
OEaeh DeaR has responsibility for one of the siJe Colleges or the Seheol of Graduate 
Studies and Researeh and reports direetly to the ProvostlViee President for Aeademie 
Affairs. 
DAn Exeeuti-ve DiFeetsF is responsible for a major administrative lHlit within either the 
Division of Finaneial Affairs, Division of A.dm.inistration, Division of Development 
and COHlffimlity )\ffairs, Division of Student Affairs, or the Division of Teehnology 
and eaeh reports direedy to an exeeutive offieer or designee appointed by the 
President 
Executive Officers of the University are the ProvostlVice President for Academic 
Affairs, Vice President for Student Affairs, Vice President for Finance and 
Administration, Vice President for Development and Commmlity Affairs University 
Advancement, Chief Teehnology Offieer, Viee President for Finaneial Affairs, ¥iee 
President for Administration, Provost/Viee President for Aeademie Affairs, and the 
University General Counsel, and such other positions as may from time to time be, with 
approval of the Board of Trustees, identified as executive level officersand President. As 
executive officers, each maintains overall leadership for a particular division or unit. The 
President, of eOUfse, assumes overall leadership for the institution. As University 
officials, each has the responsibility to represent the University and provide leadership in 
the specified areas of responsibility. The executive officers serve as primary advisors en 
theand the members of the President's Cabinet. In addition. the President may designate 
other administrative officers to serve as members of the Cabinet. 
• 
The ProvostNice President for Academic Affairs is the chief academic officer of 
the University. As the President's first delegate, the ProvostlVice President for 
Academic Affairs has primary responsibility for the overall administration of the 
academic programs of the University. The ProvostiViee President for Aeademie 
Affairs is eharged to promote aeademie exeellenee in the faeulty and aeademie 
programs of the University, as well as to strive for effieieney in instruetional 
programs. The ProvostlVice President for Academic Affairs provides leadership in 
the academic division and serves as a primary interface between the academic and 
other divisions of the University. Major responsibilities of the Pro,,'ostiViee 
President for Aeademie Affairs included de .. 'eloping and eoordinating University 
pl9:flfl:ing; eoordinating faeulty reeruitment, development, and employment aetivities; 
providing leadership in program reviev*, and development; enhaneing 
aeademie/eultural environment; eoordinating aeademie publie serviees and aeademie 
reeords; Publie Serviee Institute; and stimulating researeh, seholarly aetivity, a:nd 
NUMBER 
9001.01 
PAGE 3 of6~ 
creative endeavor. The ProvostlVice President for Academic Affairs also provides 
overall leadership and coordination for the academic departments, schools, and 
colleges; Maag Library; Office of Institutional Research and AssessmeBt, Center for 
International Studies and Programs; CeBter for Advancement of Teaching and 
Learning at YOUflgstO\\'il State University (Cl\TALYST); and University Outreach 
and other units in the Academic Division. 
• The Vice President for Student Affairs is the chief student personnel officer for the 
University and, in this capacity, provides leadership for the Division of Student 
Affairs and it major units, including Enrollment Services, Student Life, and Student. 
Services. The Vice President works closely with the ProvostlVice President for 
Academic Affairs to provide a comprehensive and integrated university experience to 
a diverse student body. Major responsibilities of the Vice President include student 
discipline; divisional budget management; personnel supervision and planning; 
student life research; coordination of student enrollment and retention efforts; 
scholarship administration; administrative liaison with Student Government, student 
publications, and major s'tUdent organizations; and primary responsibility for the 
campus environment and student welfare, including the health and safety of the 
student population. 
• The Vice President for FiBaBeiaI AffaiFsFinance and Administration is the chief 
fiscal and administrative officer of the University and provides leadership for the 
Division of Finance and Administration. The Vice President for financial Affairs 
Finance and Administration recommends fiscal policy to the President for 
consideration by the Board of Trustees and is responsible for implementation of these 
policies. Major roles responsibilities of the Vice President for financial 
AffairsFinance and Administration include o',zerseeing oversight of funds from state 
appropriations; developing and monitoring the financial transactions of the 
Universityt .. maiBtaining University payroll, and providing public accountability for 
University resources: providing administrative leadership for developing policies, 
plans, and allocation of resources; developing and monitoring non-academic 
personnel compensation, procedures, and practices; developing and maintaining the 
physical plant of the University; and maintaining the physical environment of the 
University for University resources. 
• The Vice President for Devele:fJlBeBt aBd CelBlBuBity AffaiFSUniversity 
Advancement has responsibility for the acquisition of ftm.ds from individuals, 
corporations, and foUfldations for the University. Vlorking in cooperation \¥ith the 
Youngstown State University foundation, and the Penguin Club, the Vice President 
chairs the Development Council; coordinates the de:velopment and implementation of 
a University public relations program; plans and implements special programs an;d 
activities; and supervises WYSU fM.provides leadership for the Division of 
University Advancement. The Vice President for University Advancement leads 
university efforts in fund-raising, marketing, government public and media relations, 
information services, including the university web site and WYSU, and alumni 
relations. The Vice President works with the Office of the President the executive 
NUMBER 
9001.01 
PAGE 4 ofe~ 
and administrative staff. and the Youngstown State University Foundation to 
accomplish institutional objectives in these areas. He or she· also serves on 
community and foundation boards and represents the university at external events as 
appropriate. 
o The Viee PFesiEieBt feF AEimiBistFstioB is the chief administrative officer of the 
University. Major roles of the Vice President for Administration include: proyiding 
. public accoootability ror University resources; proyiding administratiye leadership ror 
developing policies, plans and allocation of resources; deo/eloping and monitoring 
non academic personnel compensation, procedures and practices; deyelopment and 
maintenance of the physical plant of the UniYersity, maintaining the physical 
environment of the University, including the overall health, safety, and security of the 
campus. 
DThe Cllief TeeliBology OffieeF provides leadership to the Division of Technology. 
The Chief Technology Officer recommends tecb.nology to the President for 
consideration by the Board of Trustees and is responsible ror implementation of these 
policies. Major roles of the Chief Technology Officer include: meeting the 
computing hardvlaFe and software needs, computing and information systems, 
computer services, media and academic computing, netvlOrk services, and electronics 
maintenance services ror the Uniyersity commtmity. 
• The University General Counsel is the Chief legal officer of the University. The 
General Counsel is appointed jointly by the Ohio Attorney General and the President, 
with approval of the Board of Trustees. The General Counsel serves as University 
legal counsel and serves as liaison between the Office of the President and the Office 
of the Ohio Attorney General including outside counsel. The University General 
Counsel provides advice on legal issues and represents the University in litigation, 
collective bargaining, and at grievance hearings and arbitration. 
PFoeeEiuFes faF tile SeleetioB of A.EimiBistFstwe OffieeFs: 
The procedures that follow proyide an overall structure ror administrative officer 
selection. It is recognized that these procedures may need to be adjusted to accommodate 
a particular situation. 
1.Vlhen there is a need to identify a new administrative officer, the Provost/Vice 
President ror Academic Affairs or appropriate executive officer or designee appointed 
by the President will appoint a Search Adyisory Committee. 
2.This Committee will include representatives of the affected University Division, and 
may include other members of the University community and other external members 
as appropriate. 
NUMBER 
9001.01 
PAGE 5 of6~ 
3. This Committee will re,lievi all of the applications received, identify those meeting the 
pre established qualifications, complete an initial check of references of the qualified 
candidates, and recommend a short list of candidates to be interviewed. 
4.This Committee will be irtvolved in the process of interviewing all of the candidates 
. yisiting the campus. 
5.The on campus interview process may include a broad representation of the affected 
UniYersity Division, other members of the UniYersity community, and others 
identified by the Pmvost/Vice President for Academic Affairs or e~(ecuti'/e officer or 
designee appointed by the President. 
€i.Upon the conclusion of the interview process, the Search Adyisory Committee will 
submit to the Provost/Vice President for Academic A:ffairs or executiye officer or 
designee appointed by the President an unra:nked list of three to fi'/e candidates, with 
an assessment of each, tflat are recommended to fill the vacant position. 
7.The ProvostlVice President for A:cademic A:ffairs or executi'/e officer or designee 
appointed by the President, in consultation with the President, will review the list of 
recoffiffiended candidates to identify the person to be e~(tended an offer. 
8.Exceptions to the above selection requirements may be granted in special circumstances 
vihere departure offers demonstrable benefits for the University. A request for such 
an exception must be submitted in writing to the Human Resources and Labor 
Relations Depart.ment and the Office of Equal Opportunity and Diversity for re:view 
and recommendation. l' .. request initiated by a hiring department, together vlith the 
recommendations of Human Resources and Equal Opportunity, will be submitted to 
the President, '",ho shall take final action on the request and report the 
recommendations and action taken to the Internal Affairs Committee of the Board of 
Trustees at or before its next meeting. 
Procedures for the Selection of an Executive Officer: 
The procedures that follow provide an overall structure for executive officer selection. It 
is recognized that these procedures may need to be adjusted to accommodate a particular 
situation. 
1. When there is a need to identify a new executive officer, the President will appoint a 
Search Advisory Committee. 
2. This Committee will include representatives of the affected University Division, and 
may include other members of the University community and other external members 
as appropriate. 
NUMBER 
9001.01 
PAGE 6 of6~ 
3. This Committee will review all of the applications received, identify those that meet 
the pre-established qualifications, complete an initial check of references of the 
qualified candidates, and recommend a short list of candidates to be interviewed. 
4. This Committee will be involved in the process of interviewing all of the candidates 
visiting the campus. 
5. The on-campus interview process may include a broad representation of each of the 
Divisions of the University, students, appropriate community representatives, and 
others identified by the President. 
6. The President will also host a meeting with each of the final candidates and members 
of the Board of Trustees. 
7. Exceptions to the above selection requirements may be granted in special 
circumstances where departure offers demonstrable benefits for the University. A 
request for such an exception must be submitted in writing to the Human Resources 
I 
and Labor Relations Department and the Office of Equal Opportunity and Diversity 
for review and recommendation. The request initiated by the President, together with 
the recommendations of Human Resources and Equal Opportunity, will be submitted· 
to the Internal Affairs Committee of the Board of Trustees, which shall recommend 
the final action to be taken on the request by the Board of Trustees. 
Procedures for the Evaluation of Executive Officers: 
The procedures that follow provide an overall structure for evaluation. It is recognized 
that these procedures may need to be adjusted to accommodate a particular situation. 
1. The evaluation process is conducted on an annual basis. 
2. The process will be initiated with one-on-one session(s) between the executive officer 
and the President. 
3. The initial phase of the process will be devoted to dialog whereby mutually accepted 
annual objectives are identified and finalized in writing, usually at the start of the 
fiscal/academic year. 
4. Through the course of the year, one-on-one sessions will be initiated by either party to 
review the progress being made toward the achievement of the objectives. 
Adjustments can be made to the objectives during these sessions. 
5. At year's end. during a one-on-one session between the executive officer and the 
president. the degree to which these objectives have been met will be determined and 
preliminary salary adjustment considerations will be discussed. The Board of 
Trustees considers it important to have the evaluation of Executive Officers include 
the perspective of their constituents and subordinates. Therefore. an important 
NUMBER 
9001.01 
PAGE 7 ofe~ 
component of the overall evaluation will be input from a sample of constituents and 
subordinates. The President shall consult with the Board of Trustees during the 
evaluation process as to the performance of executive officers and will inform the 
Board of Trustees about the results of hislher evaluation of each executive officer. 
6. When considering salary adjustments for executive officers, the President shall 
submit proposed adjustments to the Internal Affairs Committee for its review and 
comment prior to implementing said adjustment(s). 
The PFesifieBt is the chief e}(ecutive officer of the Unh.zersity. Responsible to the Board 
of Trustees for the overall operation of the instimtion, the President executes the pov/er 
and authority of the Board of Trustees in leadership, plar.ning, and deT/elopment of the 
institution. The President delegates to ¥aflOUS divisions primary responsibility for 
academic affairs, financial affairs, administration, development and cOffinHlility affairs, 
and student affairs. The President e}(pects the faculty, through the Provost'Vice President 
for Academic Affairs, to share the responsibility by recommending admission 
requirements, cmricull:lffi, teaching appointments, graduation requirements, te}ubooks, 
and other appropriate academic procedmes. 
The President is charged to manage the necessary financial resomces, obtain personnel 
capable of maintaining and enhancing academic standards, maintain programs of support 
to the regional seF¥ice area, and seF¥e the needs of smdents in the Uni ... 'ersity's service 
afea:-
Procedmes for the Selection of a UniT/ersity President: 
The procedmes that folIO'll provide an oT/erall stnlctl:l:Fe for University President selection. 
It is recognized that these procedmes may need to be adjusted to accommodate a 
particular sitaation. 
I.The selection of the President of the University is the responsibility of the Board of 
Trustees. 
2.\Vben there is a need to identify a nevI President, the Chairperson of the Board of 
Trustees will invol¥e the Board membership in the process of identifying the required 
qualifications for the position and outlining the process to be utilized to identify a 
President. 
3.:Normally, the Board will utilize the seF¥ices ofa professional search firm to assist with 
the process. 
4.In recognition of the principles of collegiality, a Presidential Search Adyisory 
Committee will be appointed by the Board. 
5.The process of identifying, selecting, and appointing a University President involves a 
nl:HE.ber of elements. The Board of Trustees may eiect to involve representatives of 
NUMBER 
9001.01 
PAGE 8 ofe~ 
the alumni, faculty, staff, and studellt body in one or more of these elemellts. 
Typically, the Board selects a represelltative committee to be involved in the search, 
screen, and illterview elemellts of the process. 
Youngstown 
STATE UNIVERSITY 
RESOLUTION TO MODIFY ANNUAL EVALUATION OF 
ADMINISTRATIVE AND EXECUTIVE OFFICERS OF THE 
UNIVERSITY POLICY 
WHEREAS, the Institutional Policies are being reviewed and reconceptualized 
on an ongoing basis; and 
WHEREAS, this process can result in the modification of existing policies, the 
creation of new policies, or the deletion of policies no longer needed; and 
WHEREAS, action is required by the Board of Trustees prior to replacing 
and/or implementing modified or newly created policies, or to rescind existing 
policies; 
NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of 
Youngstown State University does hereby approve the modification of the 
Institutional Policy governing Annual Evaluation of Administrative and 
Executive Officers of the University, policy number 9002.01 of the University 
Guidebook, to be retitled as Selection and Annual Evaluation of Administrative 
Officers of the University, shown as Exhibit B attached hereto, and does hereby 
rescind the former corresponding policy number 9002.01. A copy of the policy 
indicating changes to be made is also attached. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D.1.h. 
NUMBER 
9002.01 
PAGE I of4 
UNIVERSITY GUIDEBOOK 
Subject: Selection and Annual Evaluation of Administrative Officers of 
the University 
Developed by: 
Date: 
Revised: 
Approved: 
Office of the President 
February, 1998 
February 6, 2009 
February 6, 2009 
Authorized by: David C. Sweet 
Title: President 
EFFECTIVE: February 6, 2009 
Policy: In the selection and annual 'evaluation of Administrative Officers of the 
University, the Board of Trustees is committed to the principle of collegiality where, as 
appropriate, members of the University community -- students, faculty, and staff -- have 
opportunity to participate in the decision-making processes of the University. The Board 
of Trustees acknowledges the need for the establishment of processes for the selection 
and regular evaluation of the administrative officers of the University. The Board also 
affirms the principle of merit-based rewards that are directly associated with positive 
evaluation of these officers. 
Principles: 
• Advertising to fill administrative officer positions of the University will be done in a 
manner that will create a diverse pool of candidates of racial, ethnic and social 
backgrounds reflecting a wide diversity of values, ideas, and beliefs. 
• An individual selected to serve as administrative officer will be identified from an 
applicant pool obtained as a result of a national search process. (Filling these 
positions on an interim basis may be done without initiating a formal process.) 
• In recognition of the principles of collegiality, advisory committees will be utilized 
during the process of searching, screening, and interviewing administrative officers. 
• Evaluation involves an employee and supervisor in a yearly process of mutually 
identifying measurable objectives, regular review of progress toward their 
achievement, and year-end determination of whether or not the objectives were met. 
• The evaluation process may involve merit salary considerations as part of the year 
end session. 
RESOLUTION NUMBER: YR 1998-33; YR 2009-
Agenda Item D.1.b. 
Exhibit B 
NUMBER 
9002.01 
. PAGE 2 of4 
Administrative Officers of the University include the College Deans, Dean of Graduate 
Studies and Research, the Executive Directors, and the Director of Equal Opportunity and 
Diversity. As administrative officers, these individuals maintain management responsibilities 
for a specific segment of the campus. They also serve as an integral part of the University's 
leadership team that is responsible for the overall direction of the institution. Each serves as 
primary advisor on the various divisional advisory committees and as members of the 
Executive and Administrative Advisory Council. 
• Each Dean has responsibility for one of the six Colleges or the School of Graduate 
Studies and Research and reports directly to the Provost/Vice President for Academic 
Affairs. 
• An Executive Director is responsible for a major administrative unit including the 
Office of Information and Technology, Intercollegiate Athletics or within the Division 
of Firiance and Administration, Division of University Advancement, Division of 
Student Affairs, and each report directly to an executive officer or designee appointed 
by the President. 
Procedures for the Selection of Administrative Officers: 
The procedures that follow provide an overall structure for administrative officer 
selection. It is recognized that these procedures may need to be adjusted to accommodate 
a particular situation. 
1. When there is a need to identify a new administrative officer, the Provost/Vice 
President for Academic Affairs or appropriate executive officer or designee appointed 
by the President will appoint a Search Advisory Committee. 
2. This Committee will include representatives of the affected University Division, and 
may include other members of the University community and other external members 
as appropriate. 
3. This Committee will review all of the applications received, identify those meeting 
the pre-established qualifications, complete an initial check of references of the 
qualified candidates, and recommend a short list of candidates to be interviewed. 
4. This Committee will be involved in the process of interviewing all of the candidates 
visiting the campus. 
5. The on-campus interview process may include a broad representation of the affected 
University Division, other members of the University community, including the 
Board of Trustees and others identified by the Provost/Vice President for Academic 
Affairs or executive officer or designee appointed by the President. 
NUMBER 
9002.01 
PAGE30f4 
6. Upon the conclusion of the interview process, the Search Advisory Committee will 
submit to the ProvostNice President for Academic Affairs or executive officer or 
designee appointed by the President an unranked list of three to five candidates, with 
an assessment of each, that are recommended to fill the vacant position. 
7. The ProvostNice President for Academic Affairs or executive officer or designee 
appointed by the President, in consultation with the President, will review the list of 
recommended candidates to identify the person to be extended an offer. 
8. Exceptions to the above selection requirements may be granted in special 
circumstances where departure offers demonstrable benefits for the University. A 
request for such an exception must be submitted in writing to the Human Resources 
and Labor Relations Department and the Office of Equal Opportunity and Diversity 
for review and recommendation. A request initiated by a hiring department, together 
with the recommendations of Human Resources and Equal Opportunity, will be 
submitted to the President, who shall take final action on the request and report the 
recommendations and action taken to the Internal Affairs Committee of the Board of 
Trustees at or before its next meeting. 
Procedures for the Evaluation of Administrative Officers: 
The procedures that follow provide an overall structure for evaluation. It is recognized that 
these procedures may need to be adjusted to accommodate a particular situation. 
1. The evaluation process is conducted on an annual basis. 
2. The process will be initiated with one-on-one session(s) between the Dean and the 
Provost or the Executive Director and the Divisional Vice President. 
3. This initial phase of the process is devoted to dialog whereby mutually acceptable 
annual objectives are identified and finalized in writing; usually at the start of the 
fiscal/academic year. 
4. Throughout the course of the year, one-on-one sessions will be initiated by either 
party to review the progress being made toward the achievement of the objectives. 
Adjustments can be made to the objectives during these sessions. 
5. At year's end, during a one-on-one session between the Dean and the Provost or the 
Executive Director and the Vice President, the degree to w~ich these objectives have 
been met is determined and preliminary salary adjustment considerations are 
discussed. The Board of Trustees considers it important to have the evaluation of 
administrative officers include the perspective of their constituents and subordinates. 
• 
NUMBER 
9002.01 
PAGE 4 of4 
Therefore, an important component of the overall evaluation will be input from a 
sample of constitutes and subordinates. 
6. All Administrative Officers' merit considerations are reviewed by the Executive 
Officers in a group setting to ensure consistent application from an institutional 
perspective. 
7. When considering salary adjustments for administrative officers, the President shall 
submit proposed adjustments to the Internal Affairs Committee for its review and 
comment prior to implementing said adjustment(s) . 
NUMBER 
9002.01 
. PAGE 1 of5 
RED LINE VERSION 
UNIVERSITY GUIDEBOOK 
SUbject: Selection and Annual Evaluation of Administrative aBEl 
Exeeutive Officers of the University 
Developed by: Office of the President Authorized by: Leslie W. CesRFanDavid C. Sweet 
Date: February, 1998 Title: President 
Revised: Februarv 6, 2009 ~ MaFSR 13, 1998 
Approved: Februarv 6. 2009 EFFECTIVE: MaFetl lJ, 1998February 6, 2009 
Policy: The Board of Trustees acknowledges the Heed for the establishmeHt of an 
oHgoiHg process of regular evaluatioH of the administratiye aHd executive officers of the 
UHi',zersity. In the selection and annual evaluation of Administrative Officers of the 
University, the Board of Trustees is committed to the principle of collegiality where, as 
appropriate, members of the University community -.: students, faculty, and staff -- have 
opportunity to participate in the decision-making processes of the University. The Board 
of Trustees acknowledges the need for the establishment of processes for the selection 
and regular evaluation of the administrative officers of the University. The Board also 
affirms the principle of merit-based rewards that are directly associated with positive 
evaluation of these officers. 
Principles: 
• Advertising to fill administrative officer positions of the University will be done in a 
manner that will create a diverse pool of candidates of racial, ethnic and social 
backgrounds reflecting a wide diversity of values, ideas, and beliefs. 
• An individual selected to serve as administrative officer will be identified from an 
applicant pool obtained as a result of a national search process. (Filling these 
positions on an interim basis may be done without initiating a formal process.) 
• In recognition of the principles of collegiality, advisory committees will be utilized 
during the process of searching, screening, and interviewing administrative officers. 
• Evaluation involves an employee and supervisor in a yearly process of mutually 
identifying measurable objectives, regular review of progress toward their 
achievement, and year-end determination of whether or not the objectives were met. 
• The evaluation process typically may iHyolyesinvolve merit salary considerations as 
part of the year-end session. 
RESOLUTION NUMBER: YR 1998-33; YR 2009-
NUMBER 
9002.01 
PAGE 2 of5 
Administrative Officers of the University include the College Deans, Dean of Graduate 
Studies and Research, aHd-the Executive Directors, and the Director of Equal Opportunity 
and Diversity. As administrative officers, these individuals maintain management 
responsibilities for a specific segment of the campus. They also serve as an integral part of 
the University's leadership team that is responsible for the overall direction of the institution. 
Each serves as primary advisor on the various divisional advisory committees and as 
members of the Executive and Administrative Advisory Council. 
• Each Dean has responsibility for one of the six Colleges or the School of Graduate 
Studies and Research and reports directly to the ProvostlVice President for Academic 
Affairs. 
• An Executive Director is responsible for a major administrative unit including the 
Office ofInformation and Technology, Intercollegiate Athletics or within the Division 
of Finance and Administration, Division of University Advancement, Division of 
Student Affairs, and each report directly to an executive officer or designee appointed 
by the President. 
Procedures for the Selection of Administrative Officers: 
The procedures that follow provide an overall structure for administrative officer 
selection. It is recognized that these procedures may need to be adjusted to accommodate 
a particular situation. 
1. When there is a need to identify a new administrative officer, the ProvostlVice 
President for Academic Affairs or appropriate executive officer or designee appointed 
by the President will appoint a Search Advisory Committee. 
2. This Committee will include representatives of the affected University Division, and 
may include other members of the University community and other external members 
as appropriate. 
3. This Committee will review all of the applications received, identify those meeting 
the pre-established qualifications, complete an initial check of references of the 
qualified candidates, and recommend a short list of candidates to be interviewed. 
4. This Committee will be involved in the process of interviewing all of the candidates 
visiting the campus. 
5. The on-campus interview process may include a broad representation of the ·affected 
University Division, other members of the University community. including the 
Board of Trustees and others identified by the ProvostlVice President for Academic 
Affairs or executive officer or designee appointed by the President. 
• 
NUMBER 
9002.01 
PAGE 3 of5 
6. Upon the conclusion of the interview process. the Search Advisory Committee will 
submit to the ProvostlVice President for Academic Affairs or executive officer or 
designee appointed by the President an unranked list of three to five candidates, with 
an assessment of each. that are recommended to fill the vacant position. 
7. The ProvostlVice President for Academic Affairs or executive officer or designee 
appointed by the President, in consultation with the President, will review the list of 
recommended candidates to identify the person to be extended an offer. 
8. Exceptions to the above selection requirements may be granted in special 
circumstances where departure offers demonstrable benefits for the University. A 
request for such an exception must be submitted in writing to the Human Resources 
and Labor Relations Department and the Office of Equal Opportunity and Diversity 
for review and recommendation. A request initiated by a hiring department, together 
with the recommendations of Human Resources and Equal Opportunity, will be 
submitted to the President who shall take final action on the request and report the 
recommendations and action taken to the Internal Affairs Committee of the Board of 
Trustees at or before its next meeting .. 
Procedures for the Evaluation of Administrative Officers: 
The procedures that follow provide an overall structure for evaluation. It is recognized that 
these procedures may need to be adjusted to accommodate a particular situation. 
1. The evaluation process is conducted on an annual basis. 
2. The process will be initiated with one-on-one session(s) between the Dean and the 
Provost or the Executive Director and the Divisional Vice President. 
3. This initial phase of the process is devoted to dialog whereby mutually acceptable 
annual objectives are identified and finalized in writing; usually at the start of the 
fiscal/academic year. 
4. Throughout the course of the year, one-on-one sessions will be initiated by either 
party to review the progress being made toward the achievement of the objectives. 
Adjustments can be made to the objectives during these sessions. 
5. At year's end, during a one-on-one session between the Dean and the Provost or the 
Executive Director and the Vice President, the degree to which these objectives has 
have been met is determined and preliminary mefit.-salary adjustment considerations 
are discussed. The Board of Trustees considers it important to have the evaluation of 
administrative officers include the perspective of their constituents and subordinates . 
NUMBER 
9002.01 
PAGE 4 of5 
Therefore, an important component of the overall evaluation will be input from a 
sample of constitutes and subordinates. 
6. All Administrative Officers' merit considerations are reviewed by the Executive 
Officers in a group setting to ensure consistent application from an institutional 
perspective. 
7. The President approves final merit recommendations fur the Administrativ:e Officers 
and furn'8:fds them to the Personnel Relations Committee of the Board of Trustees fur 
action. When considering salary adjustments for administrative officers, the 
President shall submit proposed adjustments to the Internal Affairs Committee 
for its review and comment prior to implementing said adjustment(s). 
Exeeutive Offieers of the UBi'V'ersity include the Vice President fur Student Affairs, 
Vice PresideHt fur Development aHd CommlHlity Affairs, E}(ecutive Vice PresideHt, 
Provost, aHd PresideHt. As e}(ecutive officers, each maiHtains overall leadership fur a 
particular division. The President, of course, assumes overall leadership fur the 
institution. A.s Uni'/ersity officials, each has the responsibility to represeHt the University 
and provide leadership in the specified areas of responsibility. The executi'le officers 
sen'e as primarY adYisors on the PresideHt' s Cabinet. 
Proeedures far the E¥aluatioB of Exeeuti"le Offieers: 
The procedures that fullow provide an overall structure of evaluation. It is recognized 
that these pfOcedures may need to be adjusted to accommodate a particular situation. 
I.The e'laluation pfOcess will be conducted on an annual basis. 
2.The process is initiated with one on one session(s) betv,zeen the Vice PresideHt or 
Provost and the PresideHt. 
3.This initial phase of the process is de'/oted to dialog '.vhereby mutually acceptable 
anHUal obj eetives are ideHtified and fiftalized in writing. 
4.Throughout the course of the year, one on one sessions \vill be imtiated by either party 
to re'liew the progress beiHg made tovrard the achieyemeHt of the objecti'les. 
Adjustments can be made to the objectives during these sessions. 
5 .• At year's end, during a one on one session betv;een the Provost or Vice PresideHt and 
the PresideHt, the degree to ';;hich these objectives has been met is detennined and 
preliminary merit considerations are discussed. 
6.The PresideHt detennines the final merit recommendations fur each of the Executive 
Officers and furwards them to the Personnel R~lations Committee of the Board of 
Trustees fur approval. 
NUMBER 
9002.01 
PAGE 5 of5 
PFaeeEiUFeS foF the E"IaluatiaB af the UBweFSity PFesiEieBt: 
The procedures that follow provide an overa-!l structure for eyaluatioR. It is recognized 
that these procedures may Reed to be adjusted to accommodate a particular situatioR. 
I.The eyaluatioR process ,vill be cORducted OR an annual basis. 
2.The process will be iRitiated 'Nith ORe OR ORe session(s) between the Executive 
Committee of the Board of Trustees and the President. 
3.This initial phase of the process is de'/oted to dialog ,>,,'hereby mutua-!ly acceptable 
annua-1 obj ectiYes are identified and fina-!ized in vrriting. 
4.Throughout the course of the year, one on one sessions 'Nill bl;! initiated by either the 
President or the E}(ecuti"'t'e Committee of the Board to reyiew the progress being made 
to'i¥ard the achieyemem of the objectives. 1'\djustmems can be made to the objecti'.'es 
during these sessions. 
5.1'\t year's eRd, during a ORe OR one session between the ExecutiYe Committee of Board 
and the Presidem, the degree to v/hich these objectives has been met is determined 
and preliminlH'Y merit considerations are discussed. 
6.The E}(ecutiYe Committee of the Board will reyiew the preliminary merit 
considerations. 
7.The fina-! merit recommendations for the President 'mil be forwarded to the Board of 
Trustees for action. 
Youngstown 
STATE UNIVERSITY 
RESOLUTION TO APPROVE SELECTION AND EVALUATION OF 
THE PRESIDENT OF THE UNIVERSITY POLICY 
WHEREAS, the Institutional Policies are being reviewed and reconceptualized 
on an ongoing basis; and 
WHEREAS, this process can result in the modification of existing policies, the 
creation of new policies, or the deletion of policies no longer needed; and 
WHEREAS, action is required by the Board of Trustees prior to replacing 
and/or implementing modified or newly created policies, or to rescind existing 
policies; 
NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of 
Youngstown State University does hereby approve the creation of the 
Institutional Policy governing Selection and Evaluation of the President of the 
University, policy number 9008.01, of the University Guidebook, shown as 
Exhibit C, attached hereto. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D.1.e. 
NUMBER 
9008.01 
PAGE 1 of3 
NEW POLICY - REVISED 
UNIVERSITY GUIDEBOOI( 
Subject: Selection and Evaluation of the President of the University 
Developed by: Office of the President Authorized by: David C. Sweet 
Approved: February 6, 2009 Title: President 
EFFECTIVE: February 6, 2009 
Policy: In the selection and evaluation of the President of the University, the Board of 
Trustees is committed to the principle of collegiality where, as appropriate, members of 
the University community-students, faculty, and staff-have opportunity to participate 
in the decision-making processes of the University. The Board further recognizes the 
value of .input from the larger cOlmnunity, particularly as that input would be solicited as 
part of the process of presidential selection and evaluation. The Board of Trustees 
acknowledges the need for the establishment of processes for the selection and regular 
evaluation' of the President of the University. The Board also affirms the principle of 
merit-based rewards that are directly associated with the positive evaluation of the 
President. 
Principles: 
• Advertising to fill the position of President of the University will be done in a manner 
that will create a diverse pool of candidates of racial, ethnic, and social backgrounds 
reflecting a wide diversity of values, ideas, and beliefs. 
• An individual selected to serve as President will be identified from an applicant pool 
obtained as a result of a national search process. (Filling this position on an interim 
. basis may be done without initiating a formal process.) 
• In recognition of the principles of collegiality, an advisory committee will be utilized 
during the process of searching, screening, and interviewing candidates for President 
of the University. 
• Evaluation of the President involves a yearly process between the President and the 
Board of Trustees of mutually identifying measurable objectives, regular review of 
progress toward their achievement, and year-end determination of whether or not the 
objectives were met. 
• The evaluation process may involve merit salary considerations as part of the year-end 
session. 
RESOLUTION NUMBERS: YR 2009-
NUMBER 
9008.01 
PAGE 2 of3 
• The President is the chief executive officer of the University. Responsible to the 
Board of Tmstees for the overall operation of the institution, the President executes 
the power and authority of the Board of Tmstees in leadership, institutional strategic 
planning, and development of the institution. The President may delegate university 
administrative functions such as academic affairs, student affairs, financial affairs and 
administration, university advancement, equal oppOlilmity and diversity, and 
intercollegiate athletics to various divisions or units. The President expects the 
faculty, through the ProvostNice President for Academic Affairs, to share the 
responsibility by recommending admission requirements, curriculum, teaching 
appointments, gradllation requirements, textbooks, and other appropriate academic 
procedures. 
The President is charged to manage the necessary financial resources, 0 btain 
personnel capable of maintaining and enhancing academic standards, maintain 
programs of support to the regional service area, and serve the needs of students in the 
University. 
• The Presiderit may select a special/senior assistant, and the position will constitute an 
administrative or executive position, and in. consultation with the Executive 
Committee of the Board of Tmstees, the search process may be waived. 
Procedures for the Selection of a University President: 
The procedures that follow provide an overall stmcture for selection of the President of 
the University. It is recognized .that these procedures may need to be adjusted to 
accommodate a particular situation. 
1. The selection of the President of the University is the responsibility of the Board of 
Tmstees. 
2. When there is a need to identify a new President, the Chairperson of the Board of 
Tmstees will involve the Board membership in the process of identifying the required 
qualifications for the position and outlining the process to be utilized to identify a 
President. 
3. The Board may utilize the services of a professional search firm or consultant to assist 
with the process. 
4. In recognition of the principles of collegiality, a Presidential Search Advisory 
Committee will be appointed by the Board. The Board may select a representative 
conimittee composed of alumni, faculty, staff, students, and members of the 
community to be involved in the search, screening, and interview elements of the 
process. 
NUMBER 
9008.01 
PAGE 3 of3 
5. The Board of Trustees will consider the recommendations and comments from all 
constituents; however, the Board has the authority to make the final selection of 
President. 
Procedures for the Evaluation of the University President: 
The procedures that follow provide an overall structure for evaluation of the President of 
the University. . It is recognized that these procedures may need to be adjusted to 
accommodate a particular situation. 
1. The evaluation process will be conducted on an arumal basis. 
2. The process will be initiated with one-on-one session(s) between the Executive 
Committee of the Board of Trustees and the President. 
3. The initial phase of the process will be devoted to dialog whereby mutually 
acceptable annual objectives are identified and finalized in writing. 
4. In addition to the quarterly reports provided by the President to the Board of Trustees 
throughout the course of the year, one-on-one sessions may be initiated by either the 
President or the Executive Committee of the Board to review the progress being made 
toward the achievement of the objectives. Adjustments can be made to the objectives 
during these sessions. 
5. AIIDually, the Executive Committee of the Board may interview or appoint a 
cOlmnittee to interview the Executive Officers and others as it sees fit as part of its 
evaluation process. 
6. At least every three to five years, depending on the duration of the President's 
contract, the Board of Trustees will engage a consultant to conduct a comprehensive 
ammal assessment of the President. This assessment will include participation from 
campus and community constituencies and may follow a process recommended by the. 
Association of Goveming Boards (AGB). 
7. At year's end, during a one-on-one session between the Executive Cormnittee of 
Board and the President, the degree to which these objectives has been met will be 
determined and preliminary salary adjustments, special merit or bonus considerations 
may be discussed. 
8. The Executive Cormnittee of the Board will review the preliminary merit 
considerations. 
9. The final salary adjustment for the President will be forwarded to the Board of 
Trustees for action. 
NUMBER 
9008.01 
PAGE 1 of3 
REDLINE VERSION of NEW POLICY 
UNIVERSITY GUIDEBOOK 
Subject: Selection and Evaluation of the President of the University 
Developed by: Office of the President Authorized by: David C. Sweet 
Approved: February 6, 2009 Title: President 
EFFECTIVE: February 6, 2009 
Policy: In the selection and evaluation of the President of the University, the Board of 
Trustees is committed to the principle of collegiality where, as appropriate, members of 
the University community-students, faculty, and staff-have opportunity to participate 
in the decision-making processes of the University. The Board further recognizes the 
value of input from the larger community, particularly as that input would be solicited as 
part of the process of 'presidential selection and evaluation. The Board of Trustees 
acknowledges the need for the establishment of processes for the selection and regular 
evaluation of the President of the University. The Board also affirms the principle of 
merit-based rewards that are directly associated with the positive evaluation of the 
President. 
Principles: 
• Advertising to fill the position of President of the University will be done in a manner 
that will create a diverse pool of candidates of racial, ethnic, and social backgrounds 
reflecting a wide diversity of values, ideas, and beliefs. 
• An individual selected to serve as President will be identified from an applicant pool 
obtained as a result of a national search process. (Filling this position on an interim 
basis may be done without initiating a formal process.) 
• In recognition of the principles of collegiality, an advisory committee will be utilized 
during the process of searching, screening, and interviewing candidates for President 
of the University. 
• Evaluation of the President involves a yearly process between the President and the 
Board of Trustees of mutually identifying measurable objectives, regular review of 
progress toward their achievement, and year-end determination of whether or not the 
objectives were met. 
• The evaluation process may involve merit salary considerations as part of the year-end 
session. 
RESOLUTION NUMBERS: YR 2009-
NUMBER 
9008.01 
PAGE 2 of3 
• The President is the chief executive officer of the University. Responsible to the 
Board of Trustees for the overall operation of the institution, the President executes 
the power and authority of the Board of Trustees in leadership, institutional strategic 
planning, and development of the institution. The President may delegate university 
administrative functions such as academic affairs, student affairs, financial affairs and 
administration, university advancement, equal opportunity and diversity, and 
intercollegiate athletics to various divisions or units. The President expects the 
faculty, through the ProvostNice President for Academic Affairs, to share the 
responsibility by recommending admission requirements, curriculum, teaching 
appointments, graduation requirements, textbooks, and other appropriate academic 
procedures. 
The President is charged to manage the necessary financial resources, obtain 
personnel capable of maintaining and enhancing academic standards, maintain 
programs of support to the regional service area, and serve the needs of students in the 
University. 
• The President may select a special/senior assistant, and the position will constitute an 
administrative or executive position, and in consultation with the Executive 
Committee of the Board of Trustees, the search process may be waived. 
Procedures for the Selection of a University President: 
The procedures that follow provide an overall structure for selection of the President of 
the University. It is recognized that these procedures may need to be adjusted to 
accommodate a particular situation. 
1. The selection of the President of the University is the responsibility of the Board of 
Trustees. 
2. When there is a need to identify a new President, the Chairperson of the Board of 
Trustees will involve the Board membership in the process of identifying the required 
qualifications for the position and outlining the process to be utilized to identify a 
President. 
3. Normally, tThe Board ~ utilize the services of a professional search firm or 
consultant to assist with the process. 
4. In recognition of the principles of collegiality, a Presidential Search Advisory 
Committee will be appointed by the Board. Typically, tIhe Board may selects a 
representative committee composed of alumni, faculty, staff, students, and members 
of the community to be involved in the search, screening, and interview elements of 
the process. 
NUMBER 
9008.01 
PAGE 3 of3 
5. The Board of Trustees will consider the recommendations and comments from all 
constituents: however, the Board has the authority to make the final selection of 
President. 
Procedures for the Evaluation of the University President: 
The procedures that follow provide an overall structure for evaluation of the President of 
the University. It is recognized that these procedures may need to be adjusted to 
accommodate a particular situation. 
1. The evaluation process will be conducted on an annual basis. 
2. The process will be initiated with one-on-one session(s) between the Executive 
Committee of the Board of Trustees and the President. 
3. The initial phase of the process will be devoted to dialog whereby mutually 
acceptable annual objectives are identified and finalized in writing. 
4. In addition to the quarterly reports provided by the President to the Board of Trustees 
+ ....:throughout the course of the year, one-on-one sessions ¥fi.lt--may be initiated by 
either the President or the Executive Committee of the Board to review the progress 
being made toward the achievement of the objectives. Adjustments can be made to 
the objectives during these sessions. 
5. Annually, the Executive Committee of the Board may interview or appoint a 
committee to interview the Executive Officers and others as it sees fit as part of its 
evaluation process .. 
6. At least every three to five years, depending on the duration of the President's 
contract, the Board of Trustees will engage a consultant to conduct a comprehensive 
annual assessment of the President. This assessment will include participation from 
campus and community constituencies and may follow a process recommended by the 
Association of Governing Boards (AGB). 
7. At year's end, during a one-on-one session between the Executive Committee of 
Board and the President, the degree to which these objectives has been met will be 
determined and preliminary salary adjustments, special merit or bonus considerations 
:will-may be discussed. 
8. The Executive Committee of the Board will reVIew the preliminary merit 
considerations. 
9. The final salary adjustmentmerit recommendations for the President 'will be 
forwarded to the Board of Trustees for action. 
REVISED 
RESOLUTION CONCERNING BOARD SECRETARY'S 
PROFESSIONAL SERVICES CONTRACT 
WHEREAS, the Executive Committee of the Board of Trustees has reviewed 
the professional services contract between the Board of Trustees of Youngstown 
State University and Franklin S. Bennett, Jr., as Secretary to the Board; and 
WHEREAS, it is the recommendation of the Executive Committee that the 
Secretary's professional services contract be modified to provid.e for an increase 
in compensation, and reimbursement for certain out-of-pocket expenses incurred 
by the Secretary on behalf of the University; and 
WHEREAS, the Secretary's annual stipend has not been modified since 1998; 
NOW, THEREFORE, BE IT RESOLVED, that the professional services 
contract with the Board's Secretary be, and the same hereby is, modified· to 
provide the following: 
1. An increase in the annual stipend retroactive to July 1, 2008 paid to the 
Secretary from $30,000 to $40,000 and 
2. Reimbursement to the Secretary for expenses of postage, copying and 
long distance telephone incurred on behalf of the University. 
BE IT FURTHER RESOLVED, that the Board's Chairperson and Vice 
Chairperson are authorized to execute appropriate documentation effecting these 
modifications to the Secretary's contract. 
Board of Trustees Meeting 
February 6,2009 
YR2009-
• 
NUMBER 
9004.01 
PAGE 1 of1 
UNIVERSITY GUIDEBOOK 
~IS_U_b~j_ec_t_:_A_c_t_i_n~g~P __ re_s_i_d_e_n_t ________________________________________ ~I 
Developed by: 
Date: 
Revised: 
Office of the President 
January. 1999 
February 6, 2009 
Authorized by: 
Title: 
EFFECTIVE: 
David C. Sweet 
President 
February 6, 2009 
Policy: Whenever the President intends to be absent from the University for three 
working days or more an Executive Officer of the University will be designated as Acting 
President. 
RESOLUTION NUMBER: YR 1999-68; YR 2009-
Definition: In addition to the President, the Executive Officers of the University include 
the ProvosVVice President for Academic Affairs, the Vice P.resident for Finance and 
Administration, the Vice President for University Advancement, the Vice President for 
Student Affairs, and the University General Counsel. 
Parameters: 
• The President will prepare the appropriate notification to send to the Board of 
Trustees with a copy to the Executive Officer designated to serve as Acting President. 
Such notification will include any parameters or cautions deemed appropriate by the 
President. 
• The Acting President shall have authority to act on behalf of the President III 
conformity with the notification of designation. 
Agenda Item D.1.d. 
Exhibit D 
NUMBER 
'9004.01 
PAGE I ofl 
REDLINE VERSION 
UNIVERSITY GUIDEBOOK 
I Subject: Acting President 
Developed by: Office of the President Authorized by: Leslie H. CssRfaRDavid C. Sweet 
Date: January, 1999 Title: President 
Revised: Februarv 6. 2009 
Approved: Februarv 6. 2009 EFFECTIVE: Marek 12, 1999February 6, 2009 
Policy: Whenever the President intends to be absent from the University for three 
working days or more an Executive Officer of the University will be designated as Acting 
President. 
RESOLUTION NUMBER: YR 1999-68; YR 2009-
Definition: In addition to the President, the Executive Officers of the University include 
the ProvostlVice President for Academic Affairs, the E~{eel:lti'le Vice President for 
Finance and Administration, the Vice President for Development and Commooity Affairs 
University Advancement, aBd-the Vice President for Student Affairs, and the University 
General Counsel. 
Parameters: 
• The President will prepare the appropriate notification to send to the Board of 
Trustees with a copy to the Executive Officer designated to serve as Acting President. 
Such notification will include any parameters or cautions deemed appropriate by the 
President. 
• The Acting President shall have authority to act on behalf of the President m 
conformity with the notification of designation. 
Youngstown 
STATE UNiVeRSITY 
RESOLUTION CONCERNING BOARD SECRETARY'S 
PROFESSIONAL SERVICES CONTRACT 
WHEREAS, the Executive Committee of the Board of Trustees has reviewed 
the professional services contract between the Board of Trustees of Youngstown 
State University and Franklin S. Bennett, Jf., as Secretary to the Board; and 
WHEREAS, it is the recommendation of the Executive Committee that the 
Secretary's professional services contract be modified to provide for an increase 
in compensation, and reimbursement for certain out-of-pocket expenses incurred 
by the Secretary on behalf of the University; 
NOW, THEREFORE, BE IT RESOLVED, that the professional services 
contract with the Board's Secretary be, and the same hereby is, modified to 
provide the following: 
3. An increase in the annual stipend retroactive to July 1, 2008 paid to the 
Secretary from $30,000 to $40,000 and 
4. Reimbursement to the Secretary for expenses of postage, copying and 
long distance telephone incurred on behalf of the University. 
BE IT FURTHER RESOLVED, that the Board's Chairperson and Vice 
Chairperson are authorized to execute appropriate documentation effecting these 
modifications to the Secretary's contract. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D.1.e. 
• 
Youngstown 
STATE UNIVERSITY 
RESOLUTION PROVIDING FOR THE 
AUTHORIZATION, ISSUANCE AND SALE OF NOT TO 
EXCEED $47,000,000 OF GENERAL RECEIPTS 
REVENUE BONDS AND NOT TO EXCEED $10,000,000 
OF GENERAL RECEIPTS REFUNDING BONDS, OF 
YOUNGSTOWN STATE UNIVERSITY, APPROVING 
SUPPLEMENTAL TRUST INDENTURES AND 
AUTHORIZING THE FISCAL OFFICER TO TAKE 
CERTAIN ACTIONS 
WHEREAS, the resolutions adopted by this Board on September 22, 1989 and 
September 18, 2008 (together, the "General Bond Resolution"), and the Trust 
Indenture dated as of October 15, 1989, as amended (the "Trust Indenture") 
provide for the issuance from time to time of General Receipts Revenue and 
Refunding Bonds of the University, with each issuance to be authorized by a 
Series Resolution adopted by the Board; and 
WHEREAS, the General Bond Resolution was adopted and the Trust Indenture 
was authorized by the Board pursuant to the Act which authorizes the University 
to issue its Bonds to fund and refund the costs of certain capital facilities, 
defined as "auxiliary facilities," "education facilities" and "housing and dining 
facilities" in Section 3345.12 of the Revised Code and called "University 
Facilities" in this Resolution; and 
WHEREAS, the University previously approved its Centennial Campus Master 
Plan in 2006, which plan, as updated, includes the following projects: (1): 
constructing, equipping and furnishing a state-of-the-art business school to be 
named the Williamson College of Business Administration to replace the 
undersized and obsolete Williamson Hall; improving parking facilities; 
constructing a new athletic facility to be known as the WATTS Center; 
renovating and replacing portions of the existing Wick Pollock Inn; renovating 
and upgrading Kilcawley Center and Kilcawley House: and making 
enhancements to the University's Science, Technology, Engineering and 
Mathematics (STEM) facilities (the "Master Plan Projects "); and 
WHEREAS, the University has determined that it is necessary to begin certain 
Master Plan Projects in 2009 and has determined that it is necessary and 
appropriate to issue bonds or other obligations to pay a portion of the costs of 
the Master Plan Projects and to pay the costs of issuing bonds or other 
obligations for such purpose: and 
WHEREAS, the University has determined that it is advantageous from time to 
time to refund certain outstanding obligations of the University including all or a 
portion of the Series 1998 General Receipts Revenue and Refunding Bonds and 
the Series 1997 General Receipts Bonds, outstanding in the aggregate principal 
amount of$9,320,000; and 
WHEREAS, for the above purposes, the University has determined to issue not 
to exceed $47,000,000 in composite aggregate principal amount of General 
Receipts Bonds and not to exceed $10,000,000 of General Receipts Refunding 
Bonds (the "Bonds"), which may be issued in multiple series, to pay a portion of 
the costs of the Project, including the reimbursement to the University of 
moneys advanced for the purpose in anticipation of being reimbursed from the 
proceeds of the Bonds; and 
WHEREAS, the Board determines that it is in the best interest of the University 
to provide for maximum flexibility in structuring the Bonds to achieve 
maximum cost savings, and therefore, has provided that certain terms of the 
Bonds shall be determined in the Certificates of A ward authorized pursuant to 
Section 5 hereof (the "Certificates of Award"); 
NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of 
Youngstown State University, as follows: 
Section 1. Definitions and Interpretations. Where used in this 
Resolution, in any supplemental indentures and in the Certificates of Award, 
and in addition to words and terms defined elsewhere in this Resolution 
(including its preambles), any supplemental indentures, the General Bond 
Resolution or the Trust Indenture, the following terms shall have the following 
meanmgs: 
"Annual Bond Service Charge" for any Fiscal Year means, in connection 
with the Bonds authorized hereunder, an amount equal to the scheduled 
principal and interest due on the Bonds in that Fiscal Year. 
"Bond Purchase Agreement" means any Bond Purchase Agreement 
between the Original Purchaser and the University to be dated as of its date of 
execution. 
"Bonds" means the several series of General Receipts Revenue and 
Refunding Bonds and any bond anticipation notes or other debt obligations of 
the University authorized by this Resolution and issued pursuant to this 
Resolution and the Certificates of Award. 
"Certificate of A ward" means any Certificate of A ward authorized by 
Section 5 hereof. 
"Code" means the Internal Revenue Code of 1986, as amended, the 
regulations (whether proposed, temporary or final) under that Code or the 
statutory predecessor of that Code, and any amendments of, or successor 
provisions to, the foregoing and any official rulings, announcements, notices, 
procedures and judicial determinations regarding any of the foregoing, all as and 
to the extent applicable. Unless otherwise indicated, reference to a section of the 
Code includes that section and such applicable regulations, rulings, 
announcements, notices, procedures and determinations pertinent to that section. 
"Computation Date" means: 
(i) (A) the last day of each Bond Year while the Bonds are 
outstanding, and (B) the date on which the last Bonds are retired, or 
(ii) such other date or dates elected by the University as may 
be permitted under the Code for computation of the Rebate Amount. 
"Debt Service" means principal of and interest and any redemption 
premium on the Bonds. 
"Delivery Date" means the dates on which the Bonds are delivered to the 
Original Purchaser in exchange for payment. 
"Excess Earnings" means, as of each Computation Date, an amount 
determined in accordance with Section 148(f) of the Code equal to the sum of (i) 
plus (ii) where: 
(i) is the excess of: 
(a) the aggregate amount earned from the Issuance 
Date on all Nonpurpose Investments in which Gross Proceeds are 
invested (other than investments attributable to an excess 
described in this clause (i)), taking into account any gain or loss 
on the disposition of Nonpurpose Investments, over 
(b) the amount which would have been earned if the 
amount of the Gross Proceeds invested in those Nonpurpose 
Investments (other than investments attributable to an excess 
described in this clause (i» had been invested at a rate equal to 
the Yield on the Bonds; and 
(ii) is any income attributable to the excess described in clause 
(i), taking into account any gain or loss on the disposition of 
investments. 
"Fifth Supplemental Trust Indenture" means the Fifth Supplemental 
Trust Indenture dated as of March 1, 2009 between the University and the 
Trustee, authorized pursuant to Section 7.01 of the Trust Indenture and this 
Resolution. 
"Fiscal Officer" means the Vice President for Finance and 
Administration of Youngstown State University. 
"Gross Proceeds" means (i) Proceeds, (ii) Replacement Proceeds, and 
(iii) any other money, investments, securities, obligations or other assets that 
constitute "gross proceeds" for purposes of Section 148(f) of the Code as 
applied to the, all until spent. 
"Insurer" means any issuer of a municipal bond insurance policy insuring 
the payment of all or a portion of the Bond Service Charges on the Bonds, as 
may be approved by the Fiscal Officer pursuant to Section 8 of this Resolution. 
"Interest Payment Dates" means the fifteenth day of June and December 
in each year, commencing June 15, 2009 or such other dates as may be set forth 
in the Certificates of A ward. 
"Investment Proceeds" means any amounts actually or constructively 
received from investing Original Proceeds. 
"Investment Property" means (i) "investment property" as defined in 
Section 148(b)(2) of the Code, including any security (within the meaning of 
Section 165(g)(2)(A) or (B» of the Code, any obligation, any annuity contract, 
and any investment -type property. Investment Property does not include a Tax 
Exempt Bond, except a Tax-Exempt Bond which is a "specified private activity 
bond" as defined in Section 57(a)(5)(C) of the Code, the interest on which is an 
item of tax preference for purposes of the alternative minimum tax imposed on 
individuals and corporations, or (ii) qualified exempt investment, that is, a 
United States Treasury obligation - Demand Deposit State and Local 
Government Series. 
"Issuance Date" means the date of physical delivery by the University of 
each series of Bonds authorized hereunder in exchange for the purchase price of 
the Bonds. 
"Issue Price" means the aggregate of the initial offering prices (including 
accrued interest and original issue discount and/or premium, if any) at which 
each maturity of the Bonds was offered to the public (excluding bond houses, 
brokers and other intermediaries) and at which price or prices a substantial 
amount of each maturity of the Bonds was sold to the public (other than to bond 
houses, brokers and other intermediaries). 
"Letter of Instructions" means a letter addressed to the Trustee dated the 
Issuance Date and signed by the Fiscal Officer. 
"Nonpurpose Investments" shall have the meaning ascribed to such term 
in Section' 148 of the Code and shall mean any investment other than a Purpose 
Investment (which is an investment acquired in order to carry out the 
governmental purpose of the Bonds. 
"Original Proceeds" means Sales Proceeds and Investment Proceeds. 
"Original Purchaser" means RBC Capital Markets, being the ,investment 
banking firm selected by the Fiscal Officer. 
"Proceeds" means any Original Proceeds from the sale of Bonds and any 
Transferred Proceeds, as defined in Regulations ,1.148 8(d)(2). 
"Purpose Investment" means an investment acquired in order to carry out 
the governmental purpose of the Bonds, which is to provide funding for the 
University's Master Plan Projects and pay a portion of the costs associated with 
such issuance. 
"Rebate Amount" means the amount of Excess Earnings (excluding any 
amount earned on a Bona Fide Debt Service Fund) computed as of the most 
recent prior Computation Date in accordance with the requirements of Section 
148(t) of the Code. 
"Sales Proceeds" means the portion of the Issue Price received by the 
University upon the sale of the Bonds (net of any underwriter's discount 
withheld from the Issue Price). 
"Securities Depository" means initially The Depository Trust Company 
(a limited purpose trust company), New York, New York. 
"Series 2009 Resolution" or "this Resolution" means this Resolution 
authorizing the issuance and sale of the Bonds. 
"Sinking Fund Proceeds" means amounts (including any investment 
income) treated as Proceeds of the Bonds under the Code because they are 
accumulated in a sinking fund to pay Debt Service within the meaning of 
Treasury Regulations § 1.103-13(g), but excluding amounts withdrawn 
therefrom. 
"Special Record Date" means the date established by the Trustee in 
connection with the payment of any overdue interest on any Bond pursuant to 
Section 4(g)(ii) of this Resolution. 
"Tax-Exempt Bond" means any obligation, or issue of obligations, the 
interest on which is, or is intended to be, excluded from gross income for 
federal income tax purposes within the meaning of Section 150 of the Code, and. 
includes any investment treated as a "tax-exempt bond" for the applicable 
purpose of Section 148 of the Code. 
"Transferred Proceeds" means any proceeds of a prior issue that become 
Proceeds of the Bonds. 
"Trustee" means U.S. Bank, National Association as successor trustee 
under the 1989 Trust Indenture. 
"Yield" has the meaning assigned to it for purposes of Section 148, and 
means that discount rate that, when used in computing the present value of all 
payments of principal and interest to be paid on an obligation, computed on the 
basis of a 360 day year and semiannual compounding, produces an amount equal 
to (i) the Issue Price in the case of the Series 2009 Bonds, or (ii) the purchase 
price for Yield purposes in the case of Investment Property. The Yield on 
Investment Property in which Proceeds of the Bonds are invested is computed 
on a basis consistent with the computation of Yield on the Bonds. 
The terms "state or local bonds, governmental unit," "loan," "private 
business use," "net proceeds" and other terms relating to Code provisions used 
but not defined in this Section 12 shall have the meanings given to them for 
purposes of Sections 103, 141, 148 and 150 of the Code unless the context 
indicates another meaning. References in this section to Sections are, unless 
otherwise indicated, references to Code sections. 
Unless the context shall otherwise indicate, words importing the singular 
number shall include the plural number, and vice versa, and the terms "hereof," 
"herein," "hereby," "hereto," "hereunder," and similar terms, mean this 
Resolution, the Fifth Supplemental Trust Indenture and any other indentures 
supplemental to the Trust Indenture as it now exists or as it may be amended. 
References to sections, unless otherwise stated, are to sections of this 
Resolution. 
Section 2. Authority. This Resolution is adopted pursuant to the 
General Bond Resolution, the Trust Indenture and any successor indentures 
thereto and the Act. 
Section 3. Authorization, Designation and Purpose of Bonds. It is 
hereby declared to be necessary to, and the University shall, issue, sell and 
deliver, as provided and authorized by this Resolution, General Receipts Bonds 
of the University, which shall be designated "Youngstown State University 
General Receipts Bonds" or such other designation as set forth in the 
Certificates of Award in the maximum original aggregate principal amount of 
not to exceed $57,000,000 (the actual original aggregate principal amount of 
each series to be as provided by the Certificates of Award), for the purpose of 
paying a portion of the costs of the University Facilities that comprise the 
Project more fully described in the preambles. For that purpose, the proceeds 
from the sale of the Bonds shall be allocated and deposited as provided in 
Section 6 of this Resolution. 
Section 4. Terms and Provisions Applicable to the Series 2009 
Bonds. 
(a) Form and Numbering. The Bonds shall be issued, unless 
otherwise subsequently provided in any supplemental indentures entered into 
pursuant to the Trust Indenture, only in the form of fully registered Bonds, 
substantially in the form set forth in Exhibit A to the Fifth Supplemental Trust 
Indenture with such changes as may be necessary to reflect the terms of the 
Bonds set forth in the Certificates of Award. The Bonds shall be fully 
registered and numbered as determined by the Fiscal Officer in such manner as 
to distinguish each Bond from each other Bond. 
The Bonds shall be initially issued only to a Securities Depository to be 
held in a book entry system and: (i) the Bonds shall be registered in the name of 
the Securities Depository or its nominee, as registered owner, and immobilized 
in the custody of the Securities Depository; and (ii) the Bonds as such shall be 
transferable or exchangeable in accordance with Section 2.05 of the Trust 
Indenture, provided, however that so long as a book entry system is used for the 
Bonds, they may only be transferred to another Securities Depository or to 
another nominee of a Securities Depository without further action by the 
University pursuant to subparagraph (g)(iii) of this Section. Notwithstanding 
Section 2.05 of the Trust Indenture, the University may, and may require the 
Trustee to, transfer the Bonds from one Securities Depository to another 
Securities Depository at any time. 
(b) Terms. 
(i) Denomination and Dates. The Bonds shall be issued in 
the denomination of $5,000 and any integral multiple of $5,000, and 
shall be dated as may be provided in the Certificates of Award. Each 
Bond shall have only one principal maturity date, except for interim 
certificates or receipts which may be issued pending preparation of 
definitive Bonds. 
(ii) Interest. The Bonds shall bear interest from the later of 
(i) their date or (ii) the most recent date to which interest has been paid 
or provided for, payable on the Interest Payment Dates at the respective 
rates per annum set forth in the Certificates of Award. 
(iii) Maturities. The Bonds shall mature on the dates and in 
the principal amounts as provided in the Certificates of Award. 
(iv) Prior Redemption. 
(A) The Bonds may be subject to redemption at the 
option of the University prior to their stated maturities as 
provided in the Certificates of Award. 
(B) The Bonds of one or more maturities may be 
subject to mandatory redemption pursuant to Mandatory Sinking 
Fund Requirements by the University at a redemption price equal 
to 100% of the principal amount redeemed, plus accrued interest 
to the date of redemption, the years and in the principal amounts 
provided in the Certificates of Award. 
(c) Maturities: Bond Service Chaf!!es. The first maturity or 
mandatory sinking fund payment of the Bonds and the final maturity of the 
Bonds shall be as provided in the Certificates of Award. Principal shall be 
payable in each year from the first maturity or mandatory sinking fund payment 
year to the final maturity year either at stated maturity or pursuant to Mandatory 
Sinking Fund Requirements. 
(d) Redemption Prior to Maturity. 
(i) If fewer than all of the outstanding Bonds are called for 
optional or mandatory redemption at one time, the Bonds to be called 
shall be designated by the Fiscal Officer in his sole discretion and the 
maturities of the Bonds to be called for optional redemption shall be 
designated by the Fiscal Officer without regard to the order of their 
maturities. If fewer than all of the outstanding Bonds of one maturity are 
to be called for redemption, the selection of the Bonds, or portions of 
those Bonds (in integral multiples of $5,000), of that maturity to be 
called for redemption shall be made by lot in the manner provided in the 
Trust Indenture. If optional redemption of the Bonds at a redemption 
price above 100 % of the principal amount to be redeemed is to take 
place on any applicable mandatory sinking fund redemption date, the 
selection of the Bonds to be optionally redeemed shall be selected prior 
to the selection of the Bonds to be redeemed by mandatory sinking fund 
redemption. 
(ii) Notice of call for redemption of Bonds, setting forth the 
information provided for in Section 4(d) of the General Bond Resolution, 
shall be given by the Trustee on behalf of the University. Failure to 
receive notice by mailing, or any defect in that ~otice, as to any Bond 
'. . 
shall not affect the validity of the proceedings for the redemption of any 
other Bond. 
(e) Places and Manner of Payment and Paying Agents. 
(i) The principal of and any redemption premium on Bonds 
shall be payable when due only to the registered owners, upon 
presentation and surrender of the Series Bonds at the principal corporate 
trust office of the Trustee. 
(ii) Interest on any Bond due on each Interest Payment Date 
shall be payable by check or draft which the Trustee shall cause to be 
mailed on the Interest Payment Date to the person who is the registered 
owner of the Bond (or one or more predecessor Bonds) at the close of 
business on the Regular Record Date applicable to that Interest Payment 
Date, at the address then appearing on the Register. If and to any extent, 
however, that the University shall make neither payment nor provision 
for payment of interest on any Bond on any Interest Payment Date, that 
interest shall cease to be payable to the person who was the registered 
owner of that Bond (or of one or more predecessor Bonds) as of the 
applicable Regular Record Date; when moneys become available for 
payment of that interest the Trustee shall, subject to Section 6.06(d) of 
the Trust Indenture, establish a Special Record pate for the payment of 
that interest which shall be not more than 15 or fewer than 10 days prior 
to the date of the proposed payment, and the Trustee shall cause notice 
of the proposed payment and of the Special Record Date to be mailed to 
the person who is the registered owner of that Bond on a date not fewer 
than 10 days prior to the Special Record Date, at the address as then 
appears on the Register, and thereafter that interest shall be payable to 
the person who is the registered owner of that Bond (or a predecessor 
Bond) at the close of business on the Special Record Date. 
(iii) Notwithstanding any other provision of this Resolution or 
any provision of the General Bond Resolution, the Trust Indenture, the 
Fifth Supplemental Trust Indenture, any supplemental indentures or any 
Bond to the contrary, with the written approval of the University, the 
Trustee may enter into an agreement with a Securities Depository, or the 
nominee of a Securities Depository that is the registered owner of a Bond 
in the custody of that Securities Depository providing for making all 
payments to that registered owner of principal of and interest and any 
premium on that Bond or any portion of that Bond (other than any 
payment of its entire unpaid principal amount) at a place and in a manner 
(including wire transfer of federal funds) other than as provided above in 
this Resolution, without prior presentation or surrender of the Bond, 
upon any conditions which shall be satisfactory to the Trustee and the 
University. That payment in any event shall be made to the person who 
is the registered owner of that Bond on the date that principal and 
premium is due, or, with respect to the paymerit of interest, as of the 
applicable Regular Record Date or Special Record Date or other date 
agreed upon, as the case may be. The Trustee will furnish a copy of 
each of those agreements, certified to be correct by an officer of the 
Trustee, to other authenticating agents and paying agents for Bonds, if 
any, and to the University. Any payment of principal, premium, or 
interest pursuant to such an agreement shall constitute payment thereof 
pursuant to, and for all purposes of, this Resolution and the Agreement. 
(iv) Alternate Paying Agents may be designated in the 
Certificate of Award by the Fiscal Officer. 
(D Execution and Authentication. The Bonds shall be executed and 
authenticated in the manner provided in the Trust Indenture. Alternate 
Authenticating Agents may be designated by the Fiscal Officer in the Certificate 
of Award. 
Section 5. Sale of the Bonds. 
(a) General. The Fiscal Officer is authorized to determine: 
(i) that the Bonds shall be issued; 
(ii) the Principal Amount of Bonds to be issued in an amount 
not to exceed $57,000,000; 
(iii) the interest rates on the Bonds; 
(iv) the amount of any original issue discount and/or premium 
on the Bonds; 
(v) the maturities of the Bonds; 
(vi) the optional and mandatory redemption dates, if any, and 
redemption prices for the Bonds; and 
(vii) the purchase price for the Bonds. 
The Bonds shall be sold by the Fiscal Officer to the Original Purchaser 
on such terms not inconsistent with this Resolution as are provided in the 
Certificates of A ward and the Bond Purchase Agreements. 
The Fiscal Officer is authorized and directed to execute the Certificates 
of Award and the Bond Purchase Agreements, in order to provide for the 
definitive terms and terms of sale of the Bonds as provided in this Resolution, 
" / 
and to award and provide for sale of the Bonds to the Original Purchaser. The 
Bond Purchase Agreements shall not be materially adverse to the University as 
shall be approved by the Fiscal Officer, his execution of the Bond Purchase 
Agreement to constitute conclusive approval of any such changes on behalf of 
the University. The Certificates of Award shall be incorporated in and form a 
part of the Fifth Supplemental Trust Indenture and any supplemental indentures 
authorized under this Resolution. 
(b) Official Statement. The Fiscal Officer is authorized and directed, 
on behalf of the University, and in his official capacity, to prepare or cause to 
be prepared, a preliminary official statement relating to the original issuance of 
each series of Bonds; to determine, and to certify or otherwise represent, when 
such preliminary official statement is "deemed final" for purposes of Securities 
and Exchange Commission Rule 15c2 12(b)(1); and to use and distribute, or 
authorize the use and distribution of such preliminary official statements in 
connection with the original issuance of each series of Bonds until an official 
statement is prepared. All actions previously taken by the Fiscal Officer in this 
regard relating to a preliminary official statement are hereby approved, ratified 
and confirmed. 
The Fiscal Officer is further authorized and directed, on behalf of the 
University, and in his official capacity, to prepare or cause to be prepared an 
official statement, and any necessary supplements thereto, relating to the 
original issuance of each series of Bonds; to determine, and to certify or 
otherwise represent, when such official statement is a final official statement for 
purposes of Securities and Exchange Commission Rule 15c2 12(b)(3) and (4); to 
use and distribute, or authorize the use and distribution of such official 
statement, and any supplements thereto, in connection with the sale of each 
series of Bonds; and to sign and deliver the official statements. 
The Fiscal Officer is further authorized and directed, on behalf of the 
University, and in his official capacity, to sign and deliver such certificates in 
connection with the accuracy of the preliminary official and the final official 
statements and any supplements thereto as may, in his judgment, be necessary 
or appropriate. 
Section'6. Allocation of Proceeds of the Bonds. 
(a) Allocation. All of the proceeds from the sale of the shall be 
received and receipted for by the Fiscal Officer or by his authorized 
representative for that purpose, and shall be allocated, deposited and credited as 
follows: 
(i) To the Bond Service Account in the Bond Service Fund, 
any portion of the proceeds representing accrued \nterest and premium, 
if any; 
·' l .. 
• 
(ii) To the 2009 University Facilities Project Fund (the 2009 
Project Fund), hereby established, the balance of the proceeds, to be 
applied to pay costs of the Master Plan Projects as determined by the 
Fiscal Officer and as described in the preambles; 
(iii) To the Refunding Account to be applied to the refunding 
of certain outstanding obligations of the University; and 
(iv) To pay the costs of the issuance. 
(b) 2009 Project Fund. 
(i) The 2009 Project Fund shall be held by the University in a 
separate deposit account or accounts (except when invested as provided 
below) set up in a bank or banks that are members of the Federal Deposit 
Insurance Corporation, and used to pay costs of the Series 2009 
University Facilities Project that constitute "costs of education facilities" 
or "costs of auxiliary facilities" as defined in the Act (Project Costs). 
(ii) The Fiscal Officer shall apply the 2009 Project Fund 
pursuant to the provisions of this Section 6 to the payment of the Project 
~osts, including, without limitation, the reimbursement of the University 
for moneys heretofore advanced to pay Project Costs in anticipation of 
the issuance of the Bonds. 
(iii) Moneys to the credit of the 2009 Project Fund, pending 
their application as above set forth, shall be subject to a lien and charge 
in favor of the holders of the Bonds, and the University covenants that it 
will not cause or permit to be paid from the ·2009 Project Fund any 
moneys except in compliance with the provisions of this Resolution, the 
Trust Indenture the Fifth Supplemental Trust Indenture and any other 
supplemental indentures relating to the Bonds. 
(iv) Moneys on deposit in the 2009 Project Fund may be 
invested by or at the direction of the Fiscal Officer in Eligible 
Investments maturing or redeemable at the option of the holder prior to 
the time needed for the purposes thereof. The investments and the 
proceeds of their sale shall constitute part of the 2009 Project Fund, and 
earnings from any of those investments shall be credited to the 2009 
Project Fund. The investments may be sold, exchanged or collected from 
time to time by or at the direction of the Fiscal Officer. 
(v) Any balance remaining in the 2009 Project Fund after the 
Fiscal Officer has certified to the Trustee that payment of Project Costs 
has been accomplished or provided for to the satisfaction of the 
University shall be deposited in the Bond Service Account and used for 
!' I .t 
payment of principal on the, or expended for costs of University 
Facilities with the approval of the Board if that payment or expenditure 
shall not, in the opinion of Bond Counsel to the University, adversely 
affect the exclusion of interest on the Bonds from gross income for 
federal income tax purposes. 
Section 7. Tax Covenants; Rebate Fund. 
(a) Covenants. The University hereby covenants that: 
(i) It will restrict the use of the proceeds of the Bonds in such 
manner and to such extent, if any, as may be necessary so that the Bonds 
will not constitute arbitrage bonds under Section 148 of the Code. The 
Fiscal Officer, or any other officer of the University having 
responsibility for the issuance of the Series 2009 Bonds, alone or in 
conjunction with any other officer or employee of or any consultant to 
the University, shall give an appropriate certificate of the University, for 
inclusion in the transcript of proceedings for the Bonds, setting forth the 
reasonable expectations of the University regarding the amount and use 
of all the proceeds of the Bonds, the facts, circumstances and estimates 
on which they are based, and other facts and circumstances relevant to 
the tax treatment of the interest on the Bonds. 
(ii) It (a) will -take or cause to be taken such actions that may 
be required of it for the interest on the Bonds to be and remain excluded 
from gross income for federal income tax purposes, and (b) will not take 
or authorize to be taken any actions· that would adversely affect that 
exclusion, and that it, or persons acting for it, will, among other acts of 
compliance, (1) apply the proceeds of the Bonds to the governmental 
purpose of the borrowing, (2) restrict the yield on investment property 
acquired with those proceeds, (3) make timely rebate payments to the 
federal government, (4) maintain books and records and make 
calculations and reports, and (5) refrain from certain uses of those 
proceeds, all in such manner and to the extent necessary to assure such 
exclusion of that interest under the Code. The Fiscal Officer and other 
appropriate officers are authorized and directed to take any and all 
actions, make calculations and rebate payments to the federal 
government, and make or give reports and certifications, as may be 
appropriate to assure such exclusion of that interest. 
(b) Rebate Fund. There is hereby created the Series 2009 Bonds 
Rebate Fund (the Rebate Fund), to be in the custody of the Trustee, which shall 
be continuously invested in Eligible Investments by the Trustee at the oral 
direction (confirmed in writing) of the Fiscal Officer. The Rebate Fund shall be 
held, administered and disposed of in accordance with the provisions of Section 
r • f .. 
9 of the Fifth Supplemental Trust Indenture and any other supplemental 
indentures relating to the Bonds. Amounts credited to the Rebate Fund are not 
General Receipts and shall be free and clear of any lien under the Fifth 
Supplemental Trust Indenture, any supplemental indentures or under the Trust 
Indenture. 
Section 8. Insurance; Other Agreements. If he determines it in 
the best interest of the University in order to achieve maximum cost savings on 
the Bonds, the Fiscal Officer may make application for a policy of municipal 
insurance from the Insurer to insure all or any portion of the Bonds. 
The Fiscal Officer is authorized to enter into such agreements and to 
make such changes to the Fifth Supplemental Trust Indenture and any other 
supplemental indentures relating to the Bonds and the Bond form as may be 
required by the Insurer in order to issue said policy. 
The Fiscal Officer is further authorized to enter intq such agreements 
and execute such certificates as may be required in connection with the issuance, 
sale and delivery of the Bonds. 
Section 9. Appointment of successor Trustee. The Dollar Savings 
and Trust Company, now National City Bank, previously resigned its position as 
trustee under the Trust Indenture. Therefore, this Board hereby appoints U.S. 
Bank, National Association as successor Trustee under the Trust Indenture and 
authorizes the Fiscal officer to execute and deliver such agreement as may be 
necessary to effect the appointment. 
Section 10. Fifth Supplemental Trust Indenture. The Chairman of 
the Board or the President of the University, and the Fiscal Officer, or anyone 
or more of them, are authorized and directed to execute and deliver to the 
Trustee, in the name of and on behalf of the University, and the Secretary to the 
Board is authorized and directed to attest, supplemental indentures pursuant to 
the Trust Indenture and in connection with the issuance of the Bonds. 
Section 11. Open Meeting. It is found and determined that all 
formal actions of this Board concerning and relating to the adoption of this 
Resolution were taken in an open meeting of this Board, and that all 
deliberations of this Board and of any of its committees that resulted in those 
formal actions were taken in meetings open to the public, in full compliance 
with applicable legal requirements including Section 121.22 of the Revised 
Code. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D.2.a. 
" . 
• 
Youngstown 
STATE UNIVERSITY 
RESOLUTION FOR THE GENERAL BOND PROVIDING FOR THE 
AMENDMENT AND RESTATEMENT IN ITS ENTIRETY OF THE 
TRUST INDENTURE DATED AS OF OCTOBER 15,1989 (THE 
"ORIGINAL TRUST INDENTURE") BETWEEN YOUNGSTOWN STATE 
UNIVERSITY AND U.S. BANK, NATIONAL ASSOCIATION, AS 
SUCCESSOR IN INTEREST TO THE DOLLAR SAVINGS AND TRUST 
COMPANY (NOW KNOWN AS NATIONAL CITY BANK), AS 
TRUSTEE, AUTHORIZING AN AMENDED AND RESTATED TRUST 
INDENTURE, PROVIDING FOR THE AUTHORIZATION, ISSUANCE 
AND SALE FROM TIME TO TIME OF GENERAL RECEIPTS 
OBLIGATIONS OF YOUNGSTOWN STATE UNIVERSITY, PROVIDING 
FOR THE PAYMENT OF SUCH OBLIGATIONS, AND THE SECURING 
OF SUCH PAYMENT, AND AUTHORIZING OTHER MATTERS 
RELATED THERETO 
WHEREAS, the Board of Trustees of Youngstown State University (the 
"University") adopted the General Bond Resolution (the ."1989 Resolution") on 
September 22, 1989, which authorized the issuance of the University'S General 
Receipts Bonds pursuant to the provisions of the Trust Indenture dated as of 
October 15, 1989, (the "Original Trust Indenture") with U.S. Bank, National 
Association, as successor in interest to The Dollar Savings and Trust Company 
(now known as National City Bank, as trustee (the "Trustee"); and 
WHEREAS, the University desires to amend and restate the Original Trust 
Indenture in its entirety by executing and delivering the Amended and Restated 
Trust Indenture (the "Restated Trust Indenture") between the University and the 
Trustee to modernize the Original Trust Indenture to reflect changes in the 
University financing standards, market expectations and financing techniques 
since 1989, to provide the University greater flexibility in financing and 
investing, and improved cash management, and to make certain other changes to 
the Original Trust Indenture; and 
WHEREAS, in order to amend and restate the Original Trust Indenture, the 
University and the Trustee must first comply with the requirements of Section 
7.02 of the Original Trust Indenture, and the University shall determine that the 
conditions of such Section 7.02 have been met; and 
WHEREAS, by and pursuant to Chapter 3345 of the Ohio Revised Code, the 
University is authorized, among other things, to acquire, by purchase, lease, 
lease-purchase, lease with option to purchase, or otherwise, construct, equip, 
furnish, reconstruct, alter, enlarge, remodel, renovate, rehabilitate, improve. 
maintain, repair and operate certain facilities defined as "housing and dining 
facilities," "auxiliary facilities" and "education facilities" in such Chapter; and 
" . 
WHEREAS, by and pursuant to Sections 3345.11 and 3345.12 of the Ohio 
Revised Code, enacted under authority of the Constitution of Ohio, particularly 
Section 2i of Article VIn thereof, the University is authorized and empowered, 
among other things, (a) to issue, as provided herein, bonds, notes and other 
evidences of obligation of the University to pay the costs of such housing and 
dining facilities, auxiliary facilities and education facilities (collectively defined 
as "facilities" in Section 3345.12 of the Ohio Revised Code) and to refund, fund 
or retire such obligations previously issued for such purpose; (b) to secure the 
payment of such obligations by a pledge of the gross amount of the General 
Receipts (as defined in the Restated Trust Indenture) of the University in 
priority to all other expenses, claims or payments; (c) to covenant; as herein 
provided, that the University will make, fix, adjust and collect the fees, income, 
revenues, receipts, charges and other items comprising General Receipts to 
produce General Receipts sufficient at all times to pay the Debt Service Charges 
(as defined in the Restated Trust Indenture) when due, establish and maintain 
any required reserve and meet other requirements herein provided; (d) to further 
secure the payment of certain of such obligations by entering into agreements 
with financial institutions to provide letters of credit or other credit support 
instruments in connection with one or more series of such obligations; and (e) to 
provide for a Trust Indenture and make further provisions for securing the 
payment of the Debt Service Charges (as defined in the Restated Trust 
Indenture) and the payment of any obligations of the University to financial 
institutions providing letters of credit or other credit support instruments in 
connection with one or more series of such obligations; provided that the owners 
and holders of such obligations and financial institutions shall have no right to 
have excises or taxes levied by the General Assembly of the State for the 
payment of the principal thereof or interest or any redemption premium thereon; 
and 
WHEREAS, the University desires to make provision for the issuance from 
time to time of the Obligations (as defined in the Restated Trust Indenture) and 
for the payment of the Debt Service Charges thereon and the security thereof by 
this 2009 General Bond Resolution (the "2009 General Bond Resolution") and 
the Restated Trust Indenture herein authorized, with each issue of Obligations to 
be authorized by a separate Series Resolution (as defined in the Restated Trust 
Indenture) based upon this 2009 General Bond Resolution and the Restated Trust 
Indenture; and 
WHEREAS, with the financings previously approved by the Board, the 
University has been advised by its financial specialists that there is a unique 
opportunity to effectuate such changes in a manner that it is both cost-effective 
and procedurally efficient; 
NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of 
Youngstown State University (the "Board"), as follows: 
" , . 
SECTION·!. That to better provide for the facilities and the financing 
mechanisms therefore, as set forth in the preambles hereto, and particularly for 
the purpose of amending and restating, in its entirety, the Original Trust 
Indenture in order to better provide for the availability of comprehensive 
financing options and techniques which were not in existence at the time of the 
execution of either the 1989 Resolution or the Original Trust Indenture, and to 
make other necessary changes to the Original Trust Indenture, this Board hereby 
determines that it is necessary to enter into a Restated Trust Indenture, and 
hereby authorizes the approval and execution thereof by the President and the 
Vice President for Finance and Administration of the University. 
SECTION 2. That in addition to the Restated Trust Indenture, any 
accompanying documents, certifications or agreements may be executed on 
behalf of the University by the Vice President fot Finance and Administration of 
the University. 
SECTION 3. That the University may consolidate future issues of notes 
or other issues of indebtedness into a single note or bond issue. 
SECTION 4. That this Board hereby finds and determines that all 
formal actions relative to the adoption of this 2009 General Bond Resolution 
were taken in an open meeting of this Board and of its committees, if any, 
which resulted in formal action, were taken in meetings open to the public, in 
full compliance with applicable legal requirements, including Section 121.22 of 
the Ohio Revised Code. 
SECTION 5. That all resolutions or parts thereof in conflict with the 
provisions of this 2009 General Bond Resolution are, to the extent of such 
conflict, hereby repealed. 
SECTION 6. This 2009 General Bond Resolution shall take effect from 
and after its passage. 
Board of Trustees Meeting 
February 6, 2009 
YR 2009-
Agenda Item D . .1.b.