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Policy Manual – Board of Trustees Bylaws

INTRODUCTION
Section 103 Board of Trustees: Bylaws

Effective: 08/02/68
Last Revised: 12/09/05; 1/14/08; 7/14/08; 11/15/10; 3/19/12; 7/15/13
Responsible Office: Clerk of the Board

ARTICLE I – Board of Trustees

Section 1.1 Function. Pursuant to the laws of the State of Maine, and in accordance with the federal statutes governing land grant institutions, the Board of Trustees in consultation with the Chancellor, is the governing and planning body of the University of Maine System.

Section 1.2 Membership.
a. The Board of Trustees consists of sixteen persons. All members are appointed by the Governor in accordance with State statutes. Fourteen members are appointed to five-year terms. A full-time University of Maine System student serves as a voting member for a two-year term, and the Commissioner of Educational and Cultural Services serves as a voting member, ex-officio.

b. The members of the Board shall serve without monetary compensation, and shall be reimbursed for expenses incurred in the performance of official duties, upon presentation of an expense account.

c. A Board member shall not vote on a matter in which he or she has a financial interest and each Trustee shall be bound by an appropriate code of ethics, as adopted by the Board of Trustees.

Section 1.3 Powers and duties.
a. The Board of Trustees has final authority over all matters within its jurisdiction. The jurisdiction of the Board relates to, and is exercised over, inter alia, all educational, public service and research policies, financial policy, and the relation of the University System to the state and federal governments.

b. The Board shall appoint a Chancellor who shall serve at its pleasure and be the Chief Administrative and Education Officer of the University System. The Board shall undertake periodic reviews of the Chancellor’s performance. A minimum of nine affirmative votes shall be required to appoint or dismiss a Chancellor. The Board shall consult with the Chancellor, and shall delegate to the Chancellor authority to execute policies established by the Board, together with responsibility for the internal government and administration of the University System, and such other authority and responsibility as the Board, from time to time, shall deem appropriate.

c. Presidents of the various institutions and/or units of the University System shall be appointed by the Board on the nomination of the Chancellor and shall serve at the pleasure of the Board. The Chancellor may suspend and/or recommend the dismissal of a President, with final disposition of the matter to be determined by the Board.

d. The Board of Trustees shall, in consultation with the Chancellor, be responsible for the preparation and approval of all operating and capital budgets, together with University System requests for appropriations, bond issues, and statutory changes, and for their presentation to executive or legislative branches of Maine government in accordance with the provisions of the Maine statutes.

ARTICLE II – Organization of the Board

Section 2.1 Officers. At the annual meeting, the Board of Trustees shall elect from among its members a Chair and a Vice-Chair, and such other officers as the Board may determine. The term of office shall commence at the conclusion of the annual meeting. A Chair shall be ineligible to serve more than four (4) successive terms.

Section 2.2 Treasurer and Clerk. The Board shall appoint a Clerk and a Treasurer, both of whom shall be sworn and hold their offices at the pleasure of the Trustees.

Section 2.3 Duties of the Chair. The Chair shall preside at all meetings of the Board, and shall be entitled to vote at all meetings of the Board and its Committees. Subject to the approval of the Board, the Chair shall appoint all standing and special committees and shall designate the Chair of such committees. The Chair shall execute all documents on behalf of the Board, except where other provision is made by the Board, and shall exercise the powers and perform the duties set forth in these By-Laws, and such other duties as usually devolve upon the presiding officer of a deliberative body. (see Trustee Practice of Annual Evaluation of the Chair).

Section 2.4 Duties of the Vice-Chair. The Vice-Chair shall perform the duties of the Chair at the request, or in the absence or incapacity, of the Chair. The Vice-Chair shall be entitled to vote at all meetings of the Board and its Committees.

Section 2.5 Duties of the Treasurer 
shall be as provided in the Maine Revised Statutes.

Section 2.6 Duties of the Clerk of the Board. The Clerk shall prepare the agenda of all meetings of the Board and its committees. The Clerk, or someone the Clerk shall designate, shall attend the meetings, prepare the minutes of such meetings, and forward copies of the minutes to the members of the Board and to such other persons or agencies as the Board may determine. The Clerk shall have charge of all Board records, files, minutes, and official documents, notify appropriate persons and agencies of the Board’s actions, and copies of Board records certified by the Clerk shall be evidence in all cases in which the originals might be used. The Clerk shall send notices of Board and committee meetings to members of the Board, maintain a central calendar for meetings and shall perform related duties assigned by the Chair of the Board.

(See Trustee Practice of Annual Assessment of the Board of Trustees.)

ARTICLE III – Committees of the Board

Section 3.1 Standing Committees.
a. The Standing Committees of the Board shall be:

Executive Committee
Academic & Student Affairs Committee
Audit Committee
Finance/Facilities and TechnologyCommittee
Investment Committee
Human Resources and Labor Relations Committee

b. Membership of committees shall be determined annually.

c. The Chair and Vice-Chair of the Board and the Chancellor of the University System shall be ex-officio members of all standing committees, but the Chancellor shall have no vote.

d. Each committee shall have at least three members, apart from the ex-officio members.

e. The standing committees of the Board shall have such powers, duties and responsibilities as may be assigned to them by the Board Chair and agreed upon by the Board.

f. The Executive Committee of the Board shall consist of the Chair and Vice-Chair of the Board and the chair of the other standing committees and other Trustees for a total of at least 9 members. The Chair of the Board shall be the Chair of the Committee. It shall have and exercise between meetings of the Board, any and all powers of the latter not specifically reserved to it, except that it may not take action against an expressed policy of the Board.

g. Except for the Executive Committee, Audit Committee, and Human Resources and Labor Relations Committee, the standing committees may include persons who are not members of the Board, who may not, however, participate where subject matter is otherwise reserved.

h.  Committee meetings held at time other than a regular meeting of the Board may be conducted using interactive technology and all members participating by such technology shall be considered as present, count towards the quorum, and are eligible to vote provided there is a physical location designated as the meeting site for inclusion of the public and that each Trustee must be able to clearly see or hear and understand the proceedings in process and the public is able to see or hear the Trustees participating by interactive technology.  Actions taken by the Committee requiring full Board approval will be placed on the Consent Agenda of a regular meeting.

Section 3.2 Ad hoc Committees may be established by vote of the Board to undertake special assignments upon completion of which the committee shall be discharged by vote of the Board. The Committees may include persons who are not members of the Board. The Chair may also appoint task forces or subcommittees in those instances where the appointment of an Ad Hoc Committee would not be practical due to minimal time requirements for its activities or the nature of the subject matter assigned.

Section 3.3 Except as otherwise provided, all committee actions shall be reported to the Board for approval.

Section 3.4 Meetings of all committees ordinarily shall be called by the appropriate Committee Chair, but may be called by the Chair of the Board or a majority of a Committee.

ARTICLE IV – Meetings

Section 4.1 Regular Meetings. At the annual meeting, the Board shall establish a schedule of meetings for the ensuing year which shall provide for a minimum of four regular meetings, at least one to be scheduled in each calendar quarter.

Section 4.2 The annual meeting shall be the last regular meeting scheduled in each fiscal year.

Section 4.3 Special meetings shall be held upon the call of the Chair of the Board or upon the written request of seven members of the Board.

Section 4.4 Public meetings. Regular and special meetings of the Board and its committees shall be open to the press and the public, except by vote of the Board for discussion of those matters which are permitted under the statutes to be discussed in executive session.

Section 4.5 Notices. Written notice of each regular meeting shall be sent by the Clerk to the members of the Board at least seven days prior to the date of the meeting.

Section 4.6 Quorum.
 A majority of the current membership of the Board shall constitute a quorum for the transaction of business, except as otherwise provided in these By-Laws.  A Trustee who cannot be in physical attendance may participate and vote by telephone, Polycom, or other similar interactive technology where the Chair has determined on the record that the physical presence of the non-attending Trustee is prevented by an exceptional occasion which makes it inadvisable or impossible to attend the meeting.  The presence of the non-attending Trustee in this manner shall be counted towards a quorum.  In order to exercise this option the Trustee must be able to clearly hear and understand the proceedings in process and the public must be able to hear clearly the non-attending Trustee.

Section 4.7 Parliamentary Procedure.
 Robert’s Rules of Order, Revised, except as otherwise modified by the rules and regulations of the Board, shall serve as the parliamentary authority.

ARTICLE V – Indemnification

Section 5 Subject to the provisions of law or policies adopted or approved by the Board of Trustees, the University System shall indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a trustee, officer, employee or agent of the University System, or was or is acting in the course and scope of such person’s duties or at the request of the University System against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually or reasonably incurred by such person in connection with such action suit or proceeding.

Also see Trustee Practice on Indemnification

ARTICLE VI – Amendments

Section 6 These By-Laws may be amended at any regular meeting of the Board by approval of a majority of those present provided the proposed amendment shall have been presented in writing at the previous regular or special meeting of the Board, or shall have been sent with the call of the meeting at which the amendments are voted upon.

Related Documents:

Trustee Practice on Annual Evaluation of Chair

Trustee Practice on Annual Assessment of the Board of Trustees

Trustee Practice on Indemnification

UMS Board of Trustees Operating Principles