Section 1. NumberThe Board of Trustees shall consist of not less than seven (7) and not more than seventeen (17) voting members, two of whom shall be the Chair and Treasurer. The President shall be a non-voting ex officio member.
Section 2. Nomination and Election. Trustees shall be nominated or recommended by the Board of Trustees, subject to appointment by the Sole Member (see Article IV, Section 2.a.). In selecting candidates for Trustee, consideration shall be given to persons who have knowledge and experience in the areas of nursing, medical imaging, healthcare management, education, finance, development, marketing, and planning.
Section 3. Term. Trustees shall serve a term of three (3) years and may be reappointed consistent with Article IV, Section 2.a.
Section 4. Powers of the Trustees. The Board of Trustees shall have general control and supervision of the business of the Corporation and is ultimately responsible for the Corporation's quality and integrity, including the Corporation's pursuit of its mission and purposes.
The affairs, funds, and other property of the Corporation shall be directed and managed by the Trustees who, except as otherwise provided by law, the Articles of Incorporation or these Bylaws shall have, exercise, and discharge all powers and duties of the Corporation. The Trustees shall appoint and charge every faculty member of the Corporation, whether clinical or non-clinical, and such other employees and agents of the Corporation as they shall determine to be needed by the Corporation and to require appointment by the Trustees.
The powers of the Board shall include, but not be limited to:
- Conferring degrees of the College;
- Setting tuition and fees;
- Approving and monitoring clinical affiliations;
- Approving a strategic plan;
- Approving College policies and procedures that have fiduciary implications;
- Approving operating and capital budgets, subject to Article IV;
- Monitoring and providing input in Corporation's institutional investments (including endowments and scholarship funds);
- Nominating or recommending Trustees, subject to article IV;
- Selecting the President, who shall serve until resignation, death, or removal by the Board of Trustee's, subject to Article IV;
- Evaluating the President
- Monitoring the overall quality of the College;
- Monitoring the Corporation's risk management, external audits, regulatory compliance, internal controls and contingency management; and
- Electing former Presidents of the College to emeritus status as provided in Article XV of these bylaws.
Section 5. Chair of the Trustees. The Chair shall preside at all meeting of the Trustees and shall have, exercise, and discharge such powers and duties as may be specified in the Bylaws or assigned by the Trustees at any time. In the event that the Chair shall be absent, the Trustees may elect from their number a Temporary Chair to preside at meetings.
Section 6. Financially Interested Person. At all times, at least two-thirds of the Trustees, including the Chair, of the Corporation shall not be financially interested persons. For purposes of this section, a "financially interested person" is an individual who has received compensation from the Corporation, Central Maine Medical, Center or Central Maine Healthcare Corporation within the previous twelve (12) month period, for services rendered as an employee, independent contractor, or consultant, either directly, or indirectly through a legal entity in which the individual has a financial interest (not including the shareholder of a publicly held Corporation); or the spouse, brother, sister, parent, or child of such an individual.
Section 7. Removal, Resignation and Vacancy of Trustees. Any Trustee may be removed at any time consistent with Article IV, Section 2.b. without a finding of cause, upon majority vote of the Board of Trustees and with the confirmation by the Sole Member, that the best interests of the Corporation will be served thereby. Any Trustee may resign by delivering written resignation to the Corporation at its principal office addressed to the Chair with a copy to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later date. Any vacancy of a Trustee , whether occasioned by removal, resignation, death, or other cause, may be filled by the Board in accordance with Article IV, Section 2.b.