Bylaws

Purpose

A. The University of Maine Board of Visitors (“the Board”) exists for several purposes:

  1. to advise the president on a wide range of issues regarding the University’s role and mission and its relationship to the people of Maine;
  2. to review matters such as tuition proposals, new academic program proposals, and long range fiscal and operating plans, before such documents are forwarded to the University of Maine System Board of Trustees;
  3. to serve as public advocates for the University, assisting the University in promoting understanding by and support from the System Board of Trustees, the state legislature, state agencies, the governor, the media, and the general public.

B. The Board recognizes its mutual responsibility to the people of Maine and to the interests of the University of Maine, and therefore works to position the University as an essential, relevant, and valued Maine resource.
C. The Board and its individual members shall be considered indemnified by the University of Maine System in the performance of Board-related responsibilities.

Membership

A. Membership shall reflect the statewide mission and the national and international stature of the University. Membership shall be drawn from the off-campus University community.
B. The Board shall consist of no more than 20 members excluding ex officio non-voting members. Except for charter appointments to the Board made by the President of the University (“the President”), individuals may be appointed to the Board by the University of Maine System Board of Trustees upon the recommendation of the Board of Visitors Governance Committee, subsequent recommendation of a majority vote of the Board of Visitors, and final recommendation by the President.
C. The Board shall vote on the Governance Committee’s recommendations and present its approved recommendations to the President at its last meeting of the University’s fiscal year. Appointments to the Board may be made at other times in anticipation of, or in response to, a vacancy.
D. The President shall serve as a non-voting ex officio member of the Board.
E. The Board may, by majority vote, remove a member if it determines that such member has committed or engaged in any act, omission or other practice which has been or would be detrimental to the best interests of the University, including lack of consistent performance of a Board member’s duties.

Terms of Office

A. Charter appointments to the Board shall include proportionate numbers of three-year, two-year, and one-year terms. The Board shall determine the duration of each charter appointment to ensure that future Board appointments are staggered proportionately.
B. Except for charter appointments to the Board, members may serve one full three-year term and may be considered for reappointment for one additional consecutive full term. Board members appointed as charter members or to fill an unexpired term may be considered for appointment to a full term and reappointment to a second consecutive full term upon the recommendation of a majority vote of the Board. At the conclusion of a second term of service, a BOV member must take a mandatory year off before being eligible to return to the Board.

Officers

A. Except for the appointment of interim charter officers, the Board shall select a Chair and Vice Chair from within the existing membership by majority vote of the Board. Election of officers shall take place at the last Board meeting of the fiscal year. In the event of a vacancy in one or both offices, the Board shall, by majority vote, fill the vacancies for the remainder of the term(s). Officers shall serve for one full two-year term.
B. The Chair shall conduct the business of Board meetings and shall act on the Board’s behalf in certain situations consistent with the Board’s purpose, mission, and function. The Vice Chair may act in those capacities at the direction of, or in the absence of, the Chair. The Chair shall work with the President and other members of the Board as determined by the Chair to establish Board agenda, meeting dates, and committee appointments.

Meetings

A. The Board shall meet at least three times per fiscal year. The Board shall establish a schedule for future meetings at its annual meeting, which shall be the last regular meeting scheduled in each fiscal year. Additional meetings outside of the predetermined schedule may be called by the Chair in consultation with the President.
B. Except as noted elsewhere in the Board’s by-laws, Board members shall receive written notice of any meeting at least two weeks in advance of the meeting date. In the event of an emergency meeting or change in date, time, or location of a scheduled meeting, proper notice shall be given to local members of the media by the same or faster means used to notify members of the Board.

Committees

A. The Board shall create standing committees related to the Board’s purpose as expressed in Section 1. The Executive Committee of the Board, in consultation with the President of the University of Maine, may change the committee structure, according to the Board’s needs.
Presently, the standing committees shall be:

  1. Executive
  2. Governance

The activities of the other original standing committees (Finance, Academic and Student Affairs, Research and State Relations, and Development) are integrated into UMaine’s Blue Sky Plan, with BOV members serving on Pathway Focus Groups that reflect the following five Blue Sky Pathways.

  1. Serving Our State: Catalyzing Maine’s Revitalization
  2. Securing Our Future: Ensuring Financial Sustainability
  3. Embracing a Culture of Excellence: Promoting Spirit, Community and Collaboration
  4. Transforming Lives: Strengthening the UMaine Undergraduate and Graduate Student Experience
  5. Restoring the Dream: Renewing Pride and Stewardship of Place

B. Only current Board members may serve as voting members of any standing or ad hoc committee. The Chair of the Board shall appoint members to each standing committee, as well as the chairs of the committees. Standing committee appointments shall continue for the duration of one fiscal year with reappointment at the discretion of the Chair.
C. The Board also may create ad hoc committees as deemed necessary by a majority vote of the Board.

Conduct of Business

A. Except as noted in these by-laws, the Chair shall conduct the business of Board meetings in accordance with Robert’s Rules of Order Revised.
B. A quorum of the board shall consist of a majority of the total membership eligible to participate in Board deliberations at the time of the meeting. The President, as an ex officio member, shall be included when determining the presence of a quorum.
C. Meetings of the Board, its committees, and subcommittees are considered “public proceedings” under the statutes of the State of Maine and shall be conducted in accordance with applicable laws.

Conflict of Interest

The Board shall adhere to the Conflict of Interest policies of the University of Maine System. Any Board members with a direct financial interest in a matter to be decided or recommended by the Board shall excuse themselves from participation in any related discussion or vote.

Amendments

A. Amendments to these by-laws may be considered by the Board at the meeting following the written submission of the proposed amendment(s). Approval of any amendment submitted according to this provision shall require a majority vote of all members present and voting. This provision may be waived by unanimous consent of all current Board members expressed during a Board meeting or by written proxy submitted to the Secretary.