Bylaws
The name of this organization is the University of Maine Board of Visitors (“Board”). It is established pursuant to P&SL 1997, c. 37 as amended, and as reflected in the charter of the University of Maine system.
- The Board exists for several purposes:
- To advise the President of the University of Maine (“President”) on a wide range of issues regarding the University of Maine’s (“University”) role and mission and its relationship to the people of Maine;
- To review such matters 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 (“Trustees”); and
- To serve as public advocates for the University, assisting the University in promoting understanding by, and support from the Trustees, the state legislature, state agencies, the governor, the media and the general public.
- The Board recognizes its mutual responsibility to the people of Maine and to the interests of the University and, therefore, works to position the University as an essential, relevant and valued Maine resource.
- The Board and its individual members shall be considered indemnified by the University of Maine System in the performance of Board-related responsibilities.
- 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.
- The Board shall consist of no more than 20 regular voting members, excluding ex-officio, non-voting members.
- Individuals may be appointed to the Board by the Trustees pursuant to the process set forth in sub-section D below.
- The Board’s Nominating Committee shall recommend individuals for appointment to the Board and said recommendations shall be voted on by the Board at its last meeting of the University’s fiscal year. Recommendations that are approved by a majority vote of the Board shall be presented to the President of the University (“the President”), who shall make the final recommendations to the Trustees for appointment to the Board.
- The President, the Chair of the University’s Alumni Association board, , the Chair of University of Maine Foundation board, and a representative appointed by the University of Maine at Machias Board of Visitors shall serve as ex officio, non-voting members of the Board. The ex officio, non-voting members of the Board may attend and participate in Board meetings and may serve on Board committees. Ex officio, non-voting members may not vote on Board business or serve as Board officers unless they separately serve as regular members of the Board appointed by the Trustees.
- The Board, by majority vote, may remove a member if it determines that such a 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.
- Any member who has exhibited a pattern of a lack of participation / involvement in the Board’s actions/activities, shall be deemed to have resigned upon a finding of the Board’s Executive Committee.
- The regular term of appointment for regular members shall be three (3) years and shall expire on July 1st of the appropriate year. In the event of a vacancy occurring prior to the expiration of a term, a successor may be appointed to fill the unexpired term. Regular members may serve a maximum of two consecutive full terms, not counting any initial appointment to fill a partial, unexpired term. A Board member who has termed out may be considered again for appointment to the Board after being off the Board for one (1) year. Members may be appointed for terms of less than three (3) years as necessary to maintain proper staggering of terms.
- At the conclusion of a second term of service, a Board member must take a mandatory year off before being eligible to return to the Board.
- The Board shall have as its officers a Chair, a Vice-Chair, a Secretary, and an Immediate Past Chair.
- The Board shall select a Chair, Vice Chair, and Secretary from within its existing membership, by majority vote of the Board. Election of the Chair and Secretary shall take place at the last Board meeting of the University’s fiscal year in years ending in even numbers. Election of the Vice Chair shall take place at the last Board meeting of the University’s fiscal year in years ending in odd numbers. Officers shall serve for one full two-year (2) term. 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).
- The Chair shall conduct the business of Board meetings and shall act on behalf of the Board in certain matters consistent with the Board’s purpose, mission, and function. The Chair shall work with the President and other members of the Board as determined by the Chair, to establish the Board agenda, meeting dates and committee assignments.
- The Vice Chair may act in the capacities set forth in paragraph V.C at the direction of, or in the absence of, the Chair. The Vice Chair shall upon election, review these bylaws and propose any appropriate amendments for consideration by the Board in accordance with the procedures set forth in Section IX.
- Upon completion of their Term, the Chair shall serve as Immediate Past Chair. The Immediate Past Chair will serve as advisor to the current officers. In the event that the positions of Chair and Vice Chair are both vacant, the Immediate Past Chair may act in the capacities set forth in paragraph V.C and shall supervise the election of a new Chair as soon as reasonably practicable. Any Immediate Past Chair who is not a full member of the Board, shall serve as an ex-officio, non-voting member of the Board.
- The Board shall meet at least three (3) 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.
- Except as otherwise provided for by these by-laws, Board members shall receive written notice of any meeting at least two (2) 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.
- The Board shall create standing committees related to the Board’s Purpose as set forth in Section 1. The standing committees of the Board shall be:
- Executive
- Nominating
- The Executive Committee shall consist of the Chair, Vice Chair, Immediate Past Chair, and the chairs of any standing committee. The President shall serve as an ex officio member of the Executive Committee. The Chair shall preside over meetings of the Executive 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 one (1) fiscal year, with reappointment at the discretion of the Chair of the Board.
- The chair and members of the Nominating Committee shall be appointed at the first meeting following the start of the Board’s fiscal year.
- The Board may create such ad hoc committees as deemed necessary by a majority vote of the Board.
- Only current Board members may serve as voting members of any standing or ad hoc committee.
- The Executive Committee, in consultation with the President, may change the Board’s structure according to the Board’s needs.
- Except as otherwise provide for in these by-laws, the Chair shall conduct the business of Board meetings in accordance with Robert’s Rules of Order, Revised.
- 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.
- Meetings of the Board and any of its committees are considered “public proceedings” under the statutes of the State of Maine and shall be conducted in accordance with applicable laws.
- 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 to these by-laws may be considered by the Board at the meeting following the 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 Chair.
Restated and amended: June 27, 2024.
