Resolution Establishing a Trustee Code of Conduct

December 5, 2025

WHEREAS, the Bylaws of Indiana University authorizes the Board of Trustees to adopt a Trustee Code of Conduct;

WHEREAS, the Board of Trustees has determined that it is in the best interest of Indiana University to adopt a Trustee Code of Conduct; and

WHEREAS, the conduct of members of the Board of Trustees shall be governed by the Trustee Code of Conduct;

NOW, THEREFORE, BE IT RESOLVED that the Board of Trustees adopts the following Trustee Code of Conduct:

Indiana University Trustee Code of Conduct

A. Preface: Principles of Ethical Conduct and Fiduciary Responsibilities

Indiana University’s Principles of Ethical Conduct, which are applicable to members of the Board of Trustees, provide a high-level statement of the values and expectations for all University Community Members. While the Principles do not create any rights or duties for Trustees, they promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law and University codes, policies, and procedures. Trustees are encouraged to carefully review the Principles of Ethical Conduct and be guided by them, and they are a source for some of the provisions of this Trustee Code of Conduct.

In addition, Trustees have obligations to Indiana University under Indiana law and under their fiduciary duties of care, loyalty, and obedience. These fiduciary duties are also a source for some of the provisions of the Trustee Code of Conduct.

The Duty of Care requires Trustees to carry out their responsibilities in good-faith and using that degree of diligence, care, and skill which ordinarily prudent persons would reasonably exercise under similar circumstances in like positions.

The Duty of Loyalty requires Trustees to act in good-faith and in a manner that the Trustee reasonably believes to be in the best interests of Indiana University and its public purposes, rather than their own interests or the interests of another person or organization, and to avoid conflicts of interest. The Trustee must not act out of expedience, avarice, or self-interest. As a result, Trustees should avoid situations where the personal interests of themselves, their immediate family members, or their other close associates would cause a reasonable person to think that the Trustee’s actions would be improperly influenced by considerations other than the best interests of Indiana University.

The Duty of Obedience requires Trustees to ensure that Indiana University is operating in furtherance of its stated purposes in its governing documents and in Indiana law and is operating in compliance with the law.

In Board of Trustees and Committee meetings and in public forums, Trustees should carefully consider whether the Trustee’s comments are in the best interests of Indiana University and should, if appropriate, before making comments seek to bring issues of concern to the attention of the Board of Trustees or University leadership and seek resolution in an appropriate setting. Trustees shall extend goodwill to one another and to all members of the University Community.

Trustees should act in a way that merits the continued trust and confidence of Indiana University’s students, administration, alumni, community, faculty, staff, and the people of the State of Indiana. Trustees should consult with the Chair of the Board or General Counsel in the event there are questions about the best course of action and conduct.

B. Trustee Code of Conduct

In carrying out a Trustee’s duties as a member of the Board of Trustees of Indiana University, a Trustee shall be governed by, and conduct themselves in accordance with, the following provisions of the Trustee Code of Conduct.

A Trustee shall devote time, thought and study to Trustee’s duties as a member of the Board of Trustees of Indiana University.
A Trustee shall abide by and conduct themselves in accordance with all applicable federal and state laws, the regulations, University policies, the Bylaws of the Board of Trustees, resolutions of the Board of Trustees, and the Trustee Code of Conduct.
A Trustee shall exercise the Trustee’s best judgment in making decisions which affect the course of Indiana University.
A Trustee shall vote according to the Trustee’s individual conviction and shall speak openly, freely, and candidly within a meeting of the Board of Trustees, while being mindful of their fiduciary obligations to act in the best interests of the University. In so doing, a Trustee shall be willing to support the majority decision of the Board of Trustees and work with fellow Board of Trustees members in a spirit of cooperation.
A Trustee shall maintain the confidential nature of Board of Trustees deliberations in executive sessions, including any written and verbal communication concerning the executive sessions, and of any other confidential information that a Trustee receives. All information furnished to Trustees may only be used for purposes consistent with the Trustee’s legal and fiduciary duties and responsibilities to the University.
The Chair of the Board serves as the official spokesperson for the Board of Trustees, unless a Trustee is authorized by the Chair of the Board to do so. A Trustee shall notify the Chair of the Board if requested to speak for the Board of Trustees or the University, and the Chair of the Board shall determine whether the request will be granted and who will be authorized to speak for the Board of Trustees or the University.
Board of Trustees is a policy making and oversight body that makes decisions as a whole. Trustees shall avoid active involvement in the administration of that policy unless specifically authorized to do so by the Board of Trustees.
The Chair of the Board of Trustees and the Chair of each Standing Committee are authorized to make requests for information to the President of the University or Staff Liaison. Individual Trustees shall route requests for information through the Chair of the Board of Trustees or the Chair of the Standing Committee with responsibilities for the relevant matter.
Trustees shall submit requests for information to the President’s Office or the President’s designee. Trustees are entitled to information that is reasonably related to their duties as Trustees. The reasonableness of a Trustee’s request for information is assessed in light of the Trustee’s responsibilities as a member of the Board of Trustees, the burden imposed on the University to respond, anticipated Board of Trustees actions and discussions, the individual Trustee’s duties as a member of a Board Committee, and the lawfulness of the disclosure of the information requested. The Chair of the Board, or any applicable Chair of a Board Committee, shall have authority to review the reasonableness of requests from a Trustee for information or documents and may narrow or deny any request if it is deemed unreasonable by the Chair of the Board, or applicable Chair of a Board Committee, and that decision is final.
A Trustee shall comply with the following conflict of interest policy:

A Trustee shall be considered to have a conflict of interest if a conflict exists between the Trustee’s private financial interests and the Trustee’s official responsibilities as a Trustee. A conflict of interest involves any action, inaction, or decision by a Trustee in the discharge of the Trustee’s official duties which would materially affect the financial interests of the Trustee, a family member of the Trustee, or any associated business of the Trustee in a manner different from the manner it affects other similarly situated persons or businesses. For purposes of this section, “a family member” means a spouse, children, and any other relative who resides in the same household as the Trustee, and “an associated business” means any entity in which the Trustee is an officer, director, member, trustee, partner, or employee, or has a controlling interest in the entity.
A Trustee shall avoid any actual or potential conflict of interest and shall disclose to the Board of Trustees any actual or potential conflict of interest at the earliest practicable time.
No Trustee shall speak on any matter under consideration at a Board of Trustees or Board Committee meeting without first disclosing any actual or potential conflict of interest; and no Trustee shall vote on any matter in which there is any actual or potential conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Trustee abstained from voting.
Any Trustee who is uncertain whether an actual or potential conflict of interest exists may request that the Board of Trustees or relevant Board Committee resolve the question by majority vote.
A Trustee shall refrain from accepting duties, incurring obligations, accepting gifts or favors, engaging in private business or professional activities when there is, or would appear to be, a conflict of interest between the Trustee’s private interests and the best interests of Indiana University.
Trustees may be reimbursed for reasonable expenses incurred in the performance of official business in accord with Indiana University’s policies and procedures.

A Trustee is obligated to comply with Indiana University’s Non-Discrimination Policy (UA-01). Any form of discrimination, harassment, or sexual misconduct by a Trustee in the performance of their duties as a Trustee that violates any applicable federal, state, or local law or regulation, or University policy is a violation of the Trustee Code of Conduct.

C. Procedure for Responding to Breaches of The Trustee Code of Conduct

Trustees are encouraged to report any conduct of another Trustee which the Trustee believes in good faith is a violation of the Trustee Code of Conduct. Retaliation against a Trustee for a report of conduct of a Trustee believed in good faith to be a violation of the Trustee Code of Conduct is prohibited.
Should evidence or allegations of a violation of the Trustee Code of Conduct by a Trustee come to the attention of the Chair of the Board, which after review by the Chair of the Board appears to constitute a violation of the Trustee Code of Conduct, the Chair of the Board and the Vice Chair shall discuss the matter with the Trustee to obtain additional facts and perspectives and to seek a mutually agreeable resolution.
Should the Chair of the Board continue to have reasonable concerns about violations of the Code of Conduct after the Trustee’s discussion with the Chair of the Board and the Vice Chair, the Chair of the Board shall bring this information to the full Board of Trustees with the assistance of legal counsel in executive session. During such executive session, the Chair of the Board and the Vice Chair shall present the concerns about potential violation(s), and the Trustee in question shall have an opportunity to respond. Other members of the Board may ask questions of the Chair of the Board and the Vice Chair, as well as the Trustee in question, during such session. If the Chair of the Board determines that a knowing violation of the Code of Conduct occurred, the Chair may confidentially inform the Governor so that the Governor may take whatever action the Governor deems appropriate. Alternatively, at the request of the Trustee whose conduct has been under review, the matter may, if the Chair of the Board agrees, be resolved informally.
Should evidence or allegations of a violation of the Trustee Code of Conduct by the Chair of the Board come to the attention of the Vice Chair of the Board, which after review by the Vice Chair of the Board appears to constitute a violation of the Trustee Code of Conduct, the procedure for review of the apparent violation shall follow the procedure described in Sections C2 and C3 of this Resolution, except that the functions in that procedure that would otherwise be performed by the Chair shall be performed by the Vice Chair.

Unanimously approved on a motion duly made and seconded.

Resolution Establishing a Trustee Code of Conduct