UNIVERSITY OF SOUTHERN MAINE
LEWISTON-AUBURN SENIOR COLLEGE
BY-LAWS

Revised September 20, 2007

The Board of Trustees is the legal governing body of the University of Maine System and nothing within these by-laws shall be construed as granting the Senior College the authority to act outside the policies of the Board of Trustees.  The Board of Trustees reserves the rights to suspend, amend, or otherwise alter these by-laws if the Board finds at any time that the provisions of these by-laws are contrary to the policies of the Board of Trustees.

ARTICLE I                NAME

The name of the organization shall be University of Southern Maine Lewiston-Auburn Senior College hereinafter called Senior College.

ARTICLE II               AFFILIATION AND LOCATION

• Administrative Relationship 

The Senior College shall be an administrative unit of, and headquartered at, the University of Southern Maine (USM) Lewiston-Auburn.  Its administrative relationship with USM will be governed by the by-laws, policies, practices and procedures of USM and the University of Maine System, and will be conducted through the office of the Provost. The office of the Senior College shall be located at the University of Southern Maine Lewiston-Auburn where the official records of the Senior College shall be maintained.

• Affiliated with Maine Senior College Network 

The University of Southern Maine Lewiston-Auburn Senior College is affiliated with the Osher Lifelong Learning Institute (OLLI) under the name “Maine Senior College Network”.

• Service Area 

The primary service area of the University of Southern Maine Lewiston-Auburn Senior College is Androscoggin County.

ARTICLE III             MISSION

The mission of Senior College shall be to provide a curriculum of intellectually stimulating learning opportunities and special events for persons fifty years of age or older.

ARTICLE IV             MEMBERSHIP

• Eligibility 

     Membership shall be open to all persons who have attained the age of fifty (50) years. 

• Annual Membership Fee 

     There shall be an annual membership fee in an amount to be determined by the Board of Directors that is due on the first day of classes in the fall semester and covers the entire academic year. The academic year is defined as starting in September and running through the following August. The annual membership fee is intended to cover the costs of printings, mailings, administrative costs and certain special events and activities and entitles a member to use the USM Lewiston-Auburn Library and Computer Lab. A person may not be enrolled in a course or participate in certain special events, as determined by the Board of Directors, or vote at the annual meeting without paying the annual membership fee.

A person who can show that he or she is enrolled at another senior college in the Maine Senior College Network is not required to pay a membership fee at the Lewiston-Auburn Senior College to take one or more courses but is not considered to be a member of Lewiston-Auburn Senior College.

An instructor is not required to pay the annual membership fee for the academic year in which he/she is an instructor and is entitled to all of the privileges of a member. 

• Annual Meeting 

An annual meeting of the membership shall be held in May, or at such other time as the Board of Directors may determine, at a time and place designated by the Board of Directors in order to:

• hear the reports of the Officers, the Board of Directors, Committees and, if requested by the administration of the University of Southern Maine Lewiston-Auburn,
• elect directors to the Board of Directors, and
• transact any other business properly before it.

Notice of the time, place and agenda shall be given to each member, as provided in Article IX at least 14 days prior to the meeting.

The presence of at least 10 percent of the members, or 20 members, whichever is less, shall constitute a quorum. A person who has paid the membership fee during the academic year in which the meeting is held and instructors teaching during that academic year qualify for the determination of a quorum and to be eligible to vote.

• Election of Directors 

At the annual meeting of the membership, directors shall be elected to fill three year terms and such one or two year terms as may exist due to a vacancy on the Board of Directors. There are 15 directors whose three year terms shall be staggered so that five directors are elected for full three year terms by the membership at the annual meeting each year. A separate vote shall be taken for the three year terms and such one or two year terms as may exist.

In addition to those persons presented in the report of the Nominating Committee, nominations from the floor will be accepted provided such person nominated is qualified to serve as a Director, as set forth in Article V Section 2, Qualifications and Terms of Office of Directors, and such person indicates either orally or in writing his/her willingness to serve. Persons nominated shall indicate whether they are seeking to fill a three year term or such one or two year terms as may exist.

The method of voting shall be by a voice vote, a show of hands, or by a written ballot, as determined by the meeting. In the case where there are more nominees than there are positions of director to be filled, the following shall apply:

• the five nominees who are seeking three year terms and receive the highest number of votes shall be elected to three year terms,
• subsequently in a separate election the nominees seeking two year terms, if any, who receive the highest number of votes corresponding to the number of directors to be chosen for two year terms shall be elected to two year terms, and
• finally in a separate election the nominees seeking the one year terms, if any, who receive the highest number of votes corresponding to the number of directors to be chosen for one year terms shall be elected to one year terms.

In the case where the annual meeting fails to elect qualified persons to all director positions for which a vacancy exists, the position shall be considered vacant and the directors shall appoint a person to fill the vacancy as provided in Article V, Board of Directors, Section 3 Vacancies.

ARTICLE V               BOARD OF DIRECTORS

• Purposes and responsibilities

The Senior College shall be governed by a Board of Directors of 15 members representing various segments of the service area

The responsibilities of the Board of Directors shall include, but not be limited to:

• representing, and acting in behalf of, the membership in fulfilling the mission of the Senior College,
• making such policies and establishing such rules and fees as it may find necessary for the successful operation of the mission of the Senior College,
• sponsoring programs and events to add to the cultural life of seniors in the service area,
• informing the residents of the service area of the programs and events at the Senior College,
• encouraging gifts and scholarship assistance for the University of Southern Maine Lewiston-Auburn and Senior College and
• promoting good working relations with, and support for, the University of Southern Maine Lewiston-Auburn.

• Qualifications and terms of office of directors.

Membership (see Article IV) or service as an instructor during the current academic year is sufficient qualification to serve on the Board of Directors. The term of office of a director shall be three years which will be considered a full term. Terms shall be staggered so that five directors are elected by the membership at the annual meeting each year to serve a full term. Additional directors may be elected by the membership at the annual meeting to fill the unexpired term of a director who resigned or whose position is vacant. The term of a director shall expire at the adjournment of the annual meeting held in the year that their term expires.

• Vacancies. 

A vacancy may occur upon receipt of a written resignation of a director. A vacancy may also occur and the Board of Directors may declare the director’s position to be vacant in the case of: 

• a director’s death or disabling medical condition,
• repeated absence and non-participation of a director in the activities of the Board  for three meetings in a year between annual meetings without an excuse approved by the Board,
• removal by vote of the Board of a director for severe violation of the Code of Conduct for Directors, or
• failure of the annual meeting of the membership to elect a qualified person to fill all directors’ positions.

If the written resignation is received or the declaration of a vacancy occurs more than three months before the next annual meeting, a person shall be appointed by a majority vote of the Board of Directors to serve until the next annual meeting at which time a person shall be elected by the membership to complete the unexpired term of the director whose position is vacant.

• Limit of terms.  

A director may not serve more than two consecutive full terms. A director may not be elected to serve another full term until at least 12 months have passed since the completion of his/her second consecutive full term. During those 12 months a person, disqualified by this provision from serving a full term, may be appointed to serve on a committee but may not be appointed by the Board of Directors to fill a vacancy. A former director, after 12 months have passed after the completion of his/her second consecutive full term:

• is eligible to be appointed by the Board of Directors to fill a vacancy until the next annual meeting,
• may be nominated and be elected by the membership at the annual meeting to serve a new full three year term, or
• may be nominated and elected by the membership at the annual meeting to serve a one year or two year term as described in Section 3.

A person, including a former director who has previously served one or more full terms, who is elected to serve a one year or two year term shall not be considered to have served a full term.

• Meetings. 

Meetings of the Board of Directors shall usually be held each month or at such other time, subject to the call of the Chair provided at least seven days notice is given to each member of the Board of Directors. Special meetings may be called at the request of three or more directors provided at least 48 hours notice is given to each member of the Board of Directors. In each case a notice of the meeting shall be posted at one or more conspicuous places at USM Lewiston-Auburn so that senior college members may see it at the same time that notice is given to the Directors. 

• Quorum and Voting.

At any meeting of the Board of Directors a majority of the directors then serving shall constitute a quorum. Unless otherwise specified all matters shall be decided by a majority vote of those directors present at the meeting.

• Compensation of Directors. 

Officers and directors shall serve with no salary but may receive payment for out-of-pocket expenses incurred on behalf of Senior College.

• Removal of a Director 

The Board of Directors may remove a director for severe  violations of the Code of Conduct for Directors provided notice of the intent to do so is given on the agenda for the meeting; such notice is given at least seven days prior to the meeting and at least eight directors vote to remove the director.

ARTICLE VI             OFFICERS

At the first meeting of the Board of Directors, after the Annual Meeting of the membership is adjourned, the Board of Directors, shall elect a Chairperson, a Vice Chairperson and a Secretary, to serve a one year term that will expire when the next Annual Meeting is adjourned. 

The Chair will preside at all Board meetings, and in his/her absence, the Vice Chair will preside.  

The Secretary shall:

1. take the minutes of all meetings of the membership and of the Board of Directors,
2. be responsible for the posting and distribution of the required notices of all meetings of the membership and of the Board of Directors, and
3. be responsible for the care and custody of the minutes and other papers of value in the office of the Senior College.

In the absence of the Secretary, another Director shall be chosen to take the minutes of a meeting of the membership and of the Board of Directors. 

Resignation, Removal of Officers  
An officer may resign his/her position by submitting a written resignation. The Board of Directors may remove an officer provided notice of the intent to do so is given on the agenda for the meeting; such notice is given at least seven days prior to the meeting and at least eight directors vote to remove the officer. In the event of the resignation, or removal of an officer, another Director shall be selected by the Board of Directors to complete the term.

ARTICLE VII            COMMITTEE STRUCTURE AND PROCEDURES

• Appointment of Committees  

The Board of Directors may appoint such permanent or ad hoc committees and committee members, who may or may not be directors, as it deems necessary. Such committees shall carry out the charge of the Board of Directors.

• Standing Committees

There shall be the following standing (permanent) committees:

Administration
The following committees listed under Administration shall be responsible for the internal workings and administration of day-to-day operations of Senior College programs and activities working in conjunction with the staff liaison employed by the University of Southern Maine (USM) Lewiston-Auburn.

Finance Committee

The Finance Committee shall prepare a recommended budget for the academic year to the Board of Directors prior to the start of the fall semester. The budget shall be a plan for the allocation of financial resources to support the programs and activities of Senior College. The Finance Committee shall monitor the overall financial condition with respect to the agreed upon financial objectives of the Board of Directors of the Senior College and report at least semi-annually to the Board of Directors. The Finance Committee is not intended to perform an auditing or accounting function. The chairperson of the Finance Committee shall be a director.

Membership Committee

The Membership Committee shall be responsible for maintaining a data base of current, past and potential new members. The Committee shall also be responsible for activities that maintain contact with organizations and individuals within the service area that will increase the membership. The chairperson of the Membership Committee shall be a director.  

Volunteer Committee

The Volunteer Committee shall be responsible for recruiting and providing members to support the day to day operations of Senior College programs and activities.

Communications Committee
The Communications Committee shall be responsible for preparing and distributing catalogs of courses and newsletters periodically to the membership and potential members. The Committee shall develop other means of communication to the membership and potential members, such as but not limited to, the USM LA website, electronic mail, and bulletin boards. The Committee shall create and disseminate promotional material for the general public within the service area. That shall include materials for the print and electronic media.

Curriculum Committee
The Curriculum Committee shall recommend to the Board of Directors the courses to be offered based on the interests of the membership, and the qualifications of potential instructors. The Curriculum Committee shall be responsible for obtaining instructors for courses. The chairperson of the Curriculum Committee shall be a director.  

Events and Activities Committee

The Events and Activities Committee shall develop and implement non-curricular events and activities for interested participants. The chairperson of the Events and Activities Committee shall be a director.  

Policy and By-Laws Committee

The Policy and Bylaws Committee shall be responsible for encouraging the discussion of subjects governing the operation and administration of Senior College; the preparation of draft policies and draft amendments to these Bylaws for consideration and action by the Board of Directors; and for maintaining the Lewiston Auburn Senior College Board of Directors Policy Manual that shall be available to the membership of Senior College. The chairperson of the Policy and Bylaws Committee shall be a director.  

Scholarship Committee

The Scholarship Committee shall be responsible for writing the application to be used, making sure the scholarship offer is presented to qualifying students at USM Lewiston Auburn, selecting the winner(s) and determining the amount of each scholarship as approved by the Board of Directors. The chairperson of the Scholarship Committee shall be a director.  

• Ad Hoc Committees

Nominating Committee
The Nominating Committee shall consist of the Chairperson of the Senior College, and two (2) additional members from the Board appointed by the Chair.  The Nominating Committee shall report to the Board of Directors with its slate of nominees to fill the five three year terms and such one year and two year terms that may exist due to vacancies (see Article V, Section 3) on the Board of Directors at least 60 days prior to the Annual Meeting.  

ARTICLE VIII          FINANCES  

• Income and Expenditures of Senior College

The income and expenditures of Senior College finances will be managed by the staff liaison to Senior College employed by the University of Southern Maine (USM) Lewiston-Auburn in conjunction with the Director of Finance at USM Lewiston-Auburn.  The Director of Finance will periodically report to the Finance Committee who shall advise the Board of Directors on the financial status of the Senior College and compliance with budgetary objectives.

The staff liaison to Senior College and the Director of Finance both of whom are employed by the University of Southern Maine (USM) Lewiston-Auburn shall be responsible for day-to-day financial transactions of Senior College. The role of the Finance Committee is financial planning and budgetary overview.

• Fees 

The Board of Directors shall set, and may revise, the annual membership fee and the course fee; may provide for additional fees for certain programs, events and activities; and may impose special fees as may be necessary to cover the expenses of the Senior College programs. At the discretion of the Board of Directors, fees for members may be waived.

ARTICLE IX     NOTICES

Where these By-laws require that notices be given for meetings and activities, such notices shall be by:

1. electronic mail (e-mail) to those members who have provided the office with an email address, or 
2. letter by the US Postal Service.  Where two or more members reside in the same household, a notice to one of those members is considered sufficient notice, and
3. posting a notice in visible locations at the University of Southern Maine Lewiston-Auburn.

 
ARTICLE  X   PARLIAMENTARY PROCEDURE 

Roberts’ Revised Rules of Order, when not in conflict with these By-laws shall govern the proceedings at all meetings of the membership and of the Board of Directors.

ARTICLE XI   AMENDMENT OF BY-LAWS

These By-Laws may be amended by the Board of Directors provided at least eight directors vote to approve the amendment.  Consideration of a proposed amendment to the Bylaws shall require at least two meetings of the Board of Directors. The proposed amendment shall be read, and may be discussed and may be further amended at one meeting but final action on the amendment shall not be taken until a subsequent meeting of the Board.  Notice of the intent to amend the Bylaws shall be given on the agenda for each meeting at which the proposed amendment will be read or acted upon and such notices shall be given at least seven days prior to the meetings.

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