BOARD OF TRUSTEES
Dr. Leonard Silk, Economics Columnist, The New York Times; Distinguished
Visiting Professor of Economics, Pace University; Board of Visitors,
Graduate School, City University of New York and University of Chicago;
Member, National Association of Business Economics; Council on Foreign
Relations of Southeastern Massachusetts; author of many publications on
Economics; 115 S. Fullerton Avenue, Montclair, NJ 07042 and Hulls Cove,
Mr. Donald B. Straus, President Emeritus, American Arbitration Association;
Trustee, Carnegie Endowment for International Peace, Princeton Institute
for Advanced Study; Charter Member, Society of Professionals in Dispute
Resolution; Board Member, International Center for Integrated Studies;
66 East 79th Street, New York, NY 10019 and Mount Desert, ME 04660
Mr. Robert E. Suminsby, President, The Knowles Company, Northeast Harbor, I-IE;
Member, Maine Association of Real Estate Boards and National Association
of Realtors; Member, the Natural Resource Council and the Nature Conser-
vancy; past Chairman, Mount Desert Island Regional School Committee;
past President, Mount Desert Island Rotary Club; Sinclair Road, North-
east Harbor, ME 04662
Mrs. Phyllis A. Thompson, Trustee, The Park School, Brookline, MA, Trustee,
Boston Theological Institute, Member, Visiting Committee, Department of
Prints and Drawings, Museum of Fine Arts, Boston: Save Venice, Committee
for University Arts Collections, Tufts University: Friends of Art,
Wellesley College, Treasurer, Eastern Massachusetts Committee of the
National Cathedral Association, Former Board member, Friends of the Dana
Farber Cancer Institute, Former trustee. Concord Academy, Former
president. Church Service League, Church of the Redeemer, Chestnut Hill,
MA; 214 Heath Street, Chestnut Hill, MA 02167
Mrs, R, Amory Thorndike, Trustee, The Jackson Laboratory, Robert Abbe Museum,
Maine Seacoast Mission; Chairman, Wild Gardens of Acadia Committee; P.O.
Box 83, Spring Street, Bar Harbor, ME 04609
Mr. Granville Toogood, President, Granville Toogood Associates; former writer
for Life Magazine, TODAY Show news; formerly reporter for Life Magazine
and NBC Televesion News; former Producer, NBC Television, Network News
Editor, ABC News; Executive Director, New York Council of Environmental
Advisors; writer, lecturer; Darien, CT 06820
Mr. Charles R. Tyson, Director, CPC International, Inc.; Trustee, The Penn
Mutual Life Insurance Company; 225 Mathers Road, Ambler, PA 19002 and
Mount Desert, ME 04660
BOARD OF TRUSTEES
Dr. James H. Wakelin, Jr., Trustee and Member, Committee on Research &
Exploration, The National Geographic Society; former Assistant Secretary
of the Navy for Research and Development and former Assistant Secretary
of Commerce for Science and Technology; holder of various technical and
administrative posts in government and industry; served on advisory com-
mittees and boards of a number of universities; Member, American
Physical Society; past President and Honorary Member, Marine Technology
Society; author of scientific papers on properties of natural and
synthetic rubber; co-author of "High Speed Computing Devices"; 1809 45th
Street, NW, Washington, DC 20007 and Mount Desert, ME 04660
Ex Officio: Louis Rabineau, President, College of the Atlantic
Mr. Robert E. Blum, Retired business executive; Member Emeritus, Distribution
Committee, New York Community Trust; Honorary Trustee, American Museum
of Natural History; Honorary Chairman, Advisory Committee, Brooklyn
Museum, Honorary Trustee, New York Zoological Society; Trustee Emeritus,
Lincoln Center for the Performing Arts; RR #1, Ore Mine Road, Lakeville,
CT 06039 and Mount Desert, ME 04660
OFFICERS OF THE CORPORATION
President - Louis Rabineau, Bar Harbor, ME 04609
Treasurer - Leslie C. Brewer, Bar Harbor, ME 04609
COLLEGE OF THE ATLANTIC
BAR HARBOR, MAINE
TABLE OF CONTENTS
ARTICLE I Name and Location and Purpose
ARTICLE II Powers of Trustees
ARTICLE III Membership of Board of Trustees
ARTICLE IV Trustees Emeriti
ARTICLE V Officers of the College
ARTICLE VI Powers and Duties of the Chair and Vice Chair(s)
of the Board of Trustees
ARTICLE VII Powers and Duties of the President of the College
ARTICLE VIII Powers and Duties of the Vice Presidents, Provost
ARTICLE IX Powers and Duties of the Secretary
ARTICLE X Powers and Duties of the Treasurer
ARTICLE XI Meetings
ARTICLE XII Committees
ARTICLE XIII Indemnification
ARTICLE XIV Conflicts of Interest
ARTICLE XV Discrimination Prohibited
COLLEGE OF THE ATLANTIC
Approved by the Board of Trustees
NAME, LOCATION AND PURPOSE
The name of this corporation shall be College of the Atlantic, and its
location and principal office shall be in the Town of Bar Harbor, Hancock
County, Maine. The purpose of the corporation is to establish, operate and
maintain a college as set forth in paragraph 3 of the Certificate of Organi-
zation (Articles of Incorporation) of the corporation.
POWERS OF TRUSTEES
The Board of Trustees shall have and exercise the corporate powers
prescribed by law. Its primary function shall be policy making and responsi-
bility for sound resource management of the corporation (referred to in this
and the following articles as "College"). The Board of Trustees shall fur-
ther determine the general, educational and financial policies, and shall
have the power to carry out any other functions which are permitted by these
by-laws or by the articles of incorporation, except as limited by law. These
powers shall include but shall not be limited to the following:
1. Determine and periodically review the purposes and the mission of
2. Review and approve changes in the educational programs of the
College, consistent with its mission.
3. Establish procedures regarding appointment, promotion, tenure and
dismissal of faculty members.
4. Approve annually the terms and conditions of employment, salary
policies and schedules for all staff, faculty, administrators and
other employees of the College.
5. Appoint the President, who shall be the Chief Executive Officer of
the College, and any other officers of the Board and administrative
officers of the College, in accordance with these by-laws, and
remove thera for just cause.
6. Approve and authorize all earned and honorary degrees upon recom-
mendations of the faculty.
7. Oversee and approve the budget of the College, and establish policy
guidelines for the endowment and for all investments and major fund
8. Authorize the purchase, management and sale of all land, buildings
or major equipment for use of the College.
9. Authorize the construction of new buildings and major renovations
of existing buildings.
10. Authorize the incurring of debts by the College and securing
thereof by mortgage and pledge of real and personal property
tangible and intangible.
11. Authorize any changes in tuition and fees within the College.
12. Authorize officers or agents of the College to accept gifts or
bequests on behalf of the College.
MEMBERSHIP OF BOARD OF TRUSTEES
Section 1 . The Board of Trustees shall consist of not less than
seventeen (17), nor more than thirty-five (35) persons.
Section 2. New members of the Board of Trustees shall be elected by a
majority of the Trustees then in office at each annual meeting of the Board,
or at any regular meeting.
Section 3. Trustees shall serve for three-year terms and until their
successors are elected and qualified and may succeed themselves in office.
Trustees who have served three consecutive terms shall not be eligible for
re-election until one year has elapsed after the end of their third terra,
provided, however that any Trustee whose third consecutive term ends in 1986
or 1987 shall be immediately eligible for re-election for three more consecu-
Section 4. Any member of the Board of Trustees may be removed from of-
fice, for cause, at any meeting of the Board by affirmative vote of two-
thirds of the Trustees then in office.
Section 5. Any vacancy on the Board of Trustees may be filled by the
remaining Trustees, through a special election at any regular meeting of the
A Trustee who has served for a minimum of three terms may , upon recom-
mendation of the Nominations and Membership Committee, be elected by a
majority of the Board as a Trustee Emeritus. Trustees Emeriti shall be
elected for three-year terms and may be re-elected without limit. At the
discretion of the Board a Trustee Emeritus may be designated a Life Trustee
for unlimited term. Trustees Emeriti and Life Trustees shall be entitled to
receive notices and minutes of all meetings of the Board and Executive
Committee and to attend and speak at all such meetings. They may be a member
of and serve as Chair of all committees, except the Executive Committee.
They shall have the power to vote in meetings of any committee on which they
may be a member, but shall not have voting powers in meetings of the Board or
Executive Committee. A Trustee Emeritus or Life Trustee shall not be counted
as a member of the Board of Trustees or Executive Committee for any purpose
and shall have no legal responsibility or liability for any of the affairs of
the College or acts of the Board or Executive Committee.
OFFICERS OF THE COLLEGE
Section 1. The officers of the College shall be the Chair, two Vice
Chairs, one of whom shall also serve as the Secretary, and the Treasurer of
the Board of Trustees, and the President. The Chair and Vice Chairs shall
serve for one or more terms of two years or until their successors are
elected and qualified. The President, Secretary and Treasurer shall serve
such terms as may be determined by the Board of Trustees. Unless a vacancy
occurs at another time, elections of the Chair, Vice Chairs, Secretary and
Treasurer shall be held at the annual meetings of the Board. A vacancy in
any office may be filled at any time. In addition, one or more Vice Presi-
dents, a Provost and a Dean may be appointed by the President with the
approval of the Board of Trustees.
Section 2. The Chair, Vice Chairs, Secretary and Treasurer shall be
members of the Board of Trustees. The President shall be ex officio a member
of the Board without power to vote and shall not be counted as a member of
the Board or any committee for the purposes of determining a quorum. The
other officers of the College shall not be members of the Board of Trustees.
Section 3. The Board may approve the appointment of other officers
(such as an Assistant Treasurer or an Assistant Secretary) upon recommenda-
tion of the President as it deems necessary. Such officers shall hold office
at the discretion of the Board of Trustees and shall be subject to removal by
affirmative vote of a majority of the entire membership of the Board of
Section 4. In the event of a vacancy in the office of the President,
the Board shall appoint a special Presidential Search Committee to submit
nominations for candidates to the office in line with standing board policy
which is separate from these by-laws.
POWERS AND DUTIES OF THE CHAIR AND VICE CHAIR(S)
OF THE BOARD OF TRUSTEES
The Chair shall preside at all meetings of the Board of Trustees, shall
have a right to vote on all questions, shall appoint to all committees the
members who are not appointed by the Board of Trustees, and shall have such
other powers and duties as the Board from time to time may prescribe. The
Chair may delegate to a Vice Chair such duties as the Chair chooses. The
Vice Chair(s) shall have such other powers and duties as the Board may from
time to time prescribe.
POWERS AND DUTIES OF THE PRESIDENT OF THE COLLEGE
The President of the College shall be the Chief Executive Officer of the
College and the offical adviser to and executive agent of the Board of
Trustees and its Executive Committee. The President shall, as educational
and administrative head of the College, exercise a general superintendence
over all the affairs of the institution, and bring such matters to the
attention of the Board as are appropriate to keep the Board fully informed in
meeting its policy-making responsibilities. Furthermore, the President shall
have power, on behalf of the Trustees, to perform all acts and execute all
documents to make effective the actions of the Board or its Executive
Committee, and except as otherwise provided in these by-laws, shall be ex
officio a member of all committees of the Board without power to vote.
The President shall prepare the annual budget for the College for
approval by the Board of Trustees.
The President has direct responsibility and authority for budgetary
management; institutional advancement (development, public relations, and
student recruitment); long range planning and evaluation; and administrative
organization. In dealing with these subjects standing and ad hoc College
committees of faculty, students and staff and the All College Meeting serve
in an advisory capacity to the President. The President, after consultation
with the College Personnel Committee, shall make recommendations to the Board
on hiring, promotions, dismissals and employment policies for all faculty and
staff other than officers of the College. The President, after consultation
with the College Academic Affairs Committee, shall make recommendations to
the Board on academic matters (such as standards, degree requirements and
curriculum). In exercising the functions of administration and leadership
the President also has the responsibility to interpret the College and its
mission to the general public; to assist in recruiting Trustees, friends, and
visiting scholars in support of the College and its mission; and to maintain
a collegial and collaborative atmosphere in the College community. The
President's primary goal is the promotion of high academic standards in the
teaching and study of human ecology and subjects pertinent thereto.
POWERS AND DUTIES OF THE VICE PRESIDENTS, PROVOST AND DEAN
Each Vice President, the Provost and Dean shall have such powers and
shall perform such duties as may be assigned by the President with approval
of the Board of Trustees. In case of the absence or disability of the
President, the duties of that office shall be performed by the officer
designated by the President, or in the absence of any such designation, by
the officer designated by the Chair of the Board.
POWERS AND DUTIES OF THE SECRETARY
The Secretary shall have custody of the seal of the College and shall
attest to and affix said seal to such documents as required in the business
of the College, including but not limited to deeds, bonds, mortgages,
agreements, contracts, diplomas, evidences of the award of degrees, tran-
scripts, abstracts of resolutions, certificates, minutes and by-laws issued
pursuant to the authority of the College. The Secretary shall give proper
notice of all meetings of the Board of Trustees and shall keep a record of
the appointment of all committees of the Board of Trustees. Furthermore, the
Secretary shall keep or cause to be kept a record of the minutes of all
meetings of the Board of Trustees and each of its committees. Any of the
duties or powers of the Secretary may be performed by an Assistant Secretary
who shall be responsible to and report to the Secretary.
POWERS AND DUTIES OF THE TREASURER
The Treasurer shall be responsible for carrying out the mandates of the
Board of Trustees and its Finance Committee in overseeing the financial
resources of the College including, but not limited to, cash, securities,
stocks, bonds and all other property, personal or real, owned by the College.
The Treasurer shall assure that all books and accounts are accurately kept
and furthermore, shall present a full and detailed financial statement
properly audited by an independent certified accountant, to the Board at its
annual meeting and, if requested, at any other meeting of the Board of
Trustees or any meeting of the Board of Trustees or any meeting of its
Finance or Executive Committees.
The Treasurer shall monitor the investments of the College, including
all funds and endowments, as recommended by the Finance Committee, and
approved by the Board of Trustees. In addition, the Treasurer may be
required to furnish a bond for the faithful performance and discharge of
these duties, as may be directed by the Board or required by State statute.
The Treasurer shall be ex officio a member of the Finance Committee.
Section 1 . There shall be four regular meetings of the Board of
Trustees annually, which shall be held in the winter, spring, summer and fall
on such date and place as may be designated either by the Chair or the
President. The annual meeting of the Board shall be on M.D.I, at the summer
meeting each year.
Section 2. Special meetings may be held at the call of any two of the
Chair, the Vice Chairs and the President, and it shall be the duty of the
Chair or the Secretary to call such special meetings on the request of five
Trustees, setting forth the objects of the meeting.
Section 3. Written notice of all meetings of the Board of Trustees
shall be sent by the Secretary to each Trustee at least ten days before the
date of the meeting. In the case of special meetings, the notice shall state
the purposes of the meeting, and no business shall be transacted at such
meeting that does not relate to the purposes stated.
Section A. Whenever notice is required to be given under the provisions
of statutes or of the articles of incorporation or of these by-laws, a waiver
in writing signed by the persons entitled to said notice, whether before or
after the time stated therein shall be deemed equivalent thereto. Attendance
at any meeting by a Trustee shall be conclusively deemed a waiver of notice
of that meeting unless objection is made at the outset of such meeting to the
failure to give proper notice.
Section 5. A majority of the Trustees shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of the Trustees present and voting at a duly called meeting of the
Board or any committee shall be the act of the Board of Trustees or that
committee, except as may be provided by statute or by the articles of
incorporation, or by these by-laws.
Section 1 . There may be such special or ad hoc committees of the Board
of Trustees as the Board may from time to time establish for the discharge of
Section 2. There shall be the standing committees of the Board of
Trustees specified in this Article. Members of standing committees shall be
appointed by the Chair, annually, at or following the annual meeting of the
Board. Except as provided in these by-laws, the Chair of the Board and the
President of the College shall be ex officio members of all standing commit-
tees, and each standing committee shall include at least two additional
Trustees. Except where otherwise provided in this Article, additional
members, including persons who are not on the Board of Trustees, may be
appointed. The Chair of each standing committee and a majority of its
members shall be Trustees.
Section 3. The Board of Trustees may at any time discontinue any of its
standing committees for such time as may be determined, and the duties of any
committee so discontinued shall be performed during such discontinuance by
the Executive Committee or a committee specified by the Chair.
Section 4. The Chair of any committee, with the consent of the Chair of
the Board, may request the President of the College to appoint an Officer of
the College or a member of the administrative staff to serve as a liaison
between the committee and the office of the President, and the President
shall designate such a person to perform that service. Such liaison person
shall assist the committee in the carrying out of its duties.
Section 5. Executive Committee
a. The Executive Committee shall have a minimum of seven members, all
of whom shall be Trustees. The Chair, Vice Chairs of the Board, the
Secretary, the Treasurer, the Chairs of standing committees of the Board and
any other trustees the Chair might wish to appoint shall be members of the
Executive Committee. The President shall be ex officio a member of the
Executive Committee, without power to vote, and shall not be counted as a
member of that committee for the purpose of determining a quorum.
b. Between meetings of the Board of Trustees, the Executive Committee
shall have general supervision of the administration and property of the
College except that, unless specifically empowered by the Board of Trustees
to do so, it may not take any action inconsistent with a prior act of the
Board of Trustees, award degrees, alter by-laws, locate permanent buildings
on tax-exempt property held for College purposes, remove or appoint the
President of the College, or take any action which has been reserved for the
Board, or override action, advice, or recommendations of the President
without full presentation to and approval of the Board.
c. The Executive Committee shall meet regularly at least four times a
year. Special meetings shall be called by the Secretary on the written
request of the Chair or at least three of the members. The Executive
Committee meetings can be held wherever the Chair deems appropriate.
d. A majority of the members of the Executive Committee shall consti-
tute a quorum for the transaction of business.
e. Minutes of the meetings of the Executive Committee shall be taken
and shall be distributed promptly to each member of the Board following each
Executive Committee meeting.
Section 6. Committee on Membership and Nominations. The Committee on
Membership and Nominations shall have a minimum of five members. It shall
present to the Board of Trustees nominations for Trustees to be elected by
the Board, and for Chair, Vice Chairs, Secretary and Treasurer. The Commit-
tee shall furnish information relating to the background and qualif icaions of
all such nominees at least two weeks prior to the Board meeting at which an
election or appointment is scheduled to take place. The Committee shall
develop and administer a program of orientation for newly elected Trustees.
The Committee shall also, subject to the requirements as set forth in these
by-laws, nominate Trustees Emeriti and candidates for honorary degrees. It
shall report to the Board of Trustees at the annual meeting and otherwise as
Section 7. Academic Policy Committee. The Academic Policy Committee
shall have a minimum of five members. It shall, in cooperation with the
President, study and appraise the quality of the academic program, measure
the program relative to other comparable institutions in terms of teaching
load, class size, student-faculty ratios, instructional expenditures,
research and other relevant factors; formulate desirable short and long range
enrollment goals; advise the Finance Committee on the specifications and
requirements for financing the academic program; and make such reports and
recommendations to the Board of Trustees relative to the foregoing as may be
Section 8. Faculty Affairs Committee. The Faculty Affairs Committee
shall have a minimum of three members. It shall review matters affecting the
faculty of the College, other than those affecting the academic program,
including salary, pension, and other personnel policies. It shall also
consider proposals on such matters and report and make recommendations
thereon to the Board of Trustees as may be required.
Section 9. Student Affairs Committee. The Student Affairs Committee
shall have a minimum of three members. It shall review matters affecting all
aspects of student life of the College, other than those relating to the
academic program, including admissions, residential policies, and counseling.
It shall also consider proposals on such matters, and report and make
recommendations thereon to the Board of Trustees as may be required.
Section 10. Finance Committe. The Finance Committee shall have a