Board of Trustees

Bylaws

 

Article 1. The Board of Trustees of Massachusetts Maritime Academy and its Officers

Section 1. Composition and Functions of the Board of Trustees

The composition, functions, duties, powers and responsibilities of the  Massachusetts Maritime Academy (hereinafter “Academy”) Board of Trustees (hereinafter  “Board of Trustees”), its Standing Committees, or its Special Committees, shall be as  provided and authorized by the laws of the Commonwealth of Massachusetts (hereinafter  “Commonwealth”), subject to such rules, regulations, policies or guidelines as the Board  of Higher Education of the Commonwealth and/or its successor agency may, from time to  time, adopt, amend or repeal for the management, control, administration, or regulation of  the system of public higher education, or any part thereof.  

Section 2. Responsibilities of the Board of Trustees

The Board of  Trustees shall be responsible to execute all of its duties and functions as mandated by  Chapters 15A and 73 of the Massachusetts General Laws, by any other provision of  applicable law and by its own regulations. The key responsibilities of the Board of Trustees  shall include:  

• To appoint, support and assess the performance of the President of the Academy  (hereinafter “President”);  
• To provide guidance, direction, and feedback to the President, and to approve  and assess the overall mission and strategic direction of the Academy in the  long term;  
• To provide guidance, direction and feedback regarding major initiatives of the  Academy and to approve new academic programs;  
• To ensure adequate financial resources and financial management of the  Academy;  
• To review and approve Academy policies as submitted by the President and  assure the proper implementation of such policies;  
• To review and approve the leadership structure of the Academy as submitted  by the President;  
• To preserve institutional autonomy; 
• To represent the Academy to the community and the community to the  Academy;  
• To periodically review and provide guidance to the President on major issues  facing the Academy.  

Unless in any general or particular case it shall decide to do otherwise, the Board of  Trustees shall refer to the appropriate committee any matter that comes before it for action  from any person or body other than a committee.  

The appropriate senior staff person at the Academy, or other duly designated Academy  official, shall serve as a staff person to the Committee Chairs in providing detailed data  and information on agenda items under consideration.  

Positive or negative recommendations of committees shall be forwarded to the Board of  Trustees.  

Section 3. Officers of the Board

The officers of the Board of Trustees shall  be a Chairperson, and a Vice-Chairperson. Each officer shall have the duties, functions,  powers and responsibilities of his/her office as prescribed by the laws of the  Commonwealth, these Bylaws, and parliamentary custom.  

Such officers shall be elected by the Board of Trustees at its Annual Meeting in June, upon  nomination by the Nominating Committee as provided in Article II, Section 3, or  otherwise. They shall assume office on July the first, and hold office until the next annual  meeting or until their respective successors are elected and qualified. The term of each  office shall be for a period of one year, with a limit of three consecutive years in each  position. However, after a period of two years not in office, a Trustee may again be elected  subject to the same conditions. All officers of the Board of Trustees shall be Trustees.  

Section 4. The Chairperson of the Board of Trustees

The  Chairperson of the Board of Trustees shall have the following powers and duties:  

• To preside at all meetings of the Board of Trustees;  
• To call special meetings of the Board of Trustees;  
• To serve as a member, ex officio, with vote, of all Standing and Special  Committees of the Board of Trustees, and count towards a quorum;  
• To appoint all Standing Committees, a Nominating Committee, and other  Special Committees of the Board of Trustees;  
• To appoint a parliamentarian as needed, whereas such parliamentarian can be a  member of the Board of Trustees, or a third party non-member who in the Chairperson’s discretion is fit to perform the role of parliamentarian under these  Bylaws;  
• To coordinate, with the President of the Academy, an annual retreat or planning  session for the Board of Trustees;  
• To serve as the “voice” for the Board of Trustees in matters of community  representation, especially with the media, whereas the Chairperson and/or  Board of Trustees can also delegate such duty to another member of the Board  of Trustees under their discretion and depending upon the circumstances.  

Section 5. The Vice-Chairperson/Officer Absence.

The Vice Chairperson shall serve as a member, ex officio, with vote on all Standing and Special  Committees of the Board of Trustees and count towards a quorum. The Vice-Chairperson  shall temporarily perform the duties of the Chairperson at his/her request or in the event of  his/her absence, incapacity, or vacating of office (“Absence”).  

In the Absence of a Vice-Chairperson, the Chairperson shall appoint a Vice-Chairperson  pro tempore to serve until a Vice-Chairperson is duly elected by the Board of Trustees  under these Bylaws. The Vice-Chairperson pro tempore will have the same duties and  responsibilities as the Vice-Chairperson under these Bylaws during his/her period of  appointment.  

In the Absence of both the Chairperson and the Vice-Chairperson, the Board of Trustees  shall appoint a Chairperson pro tempore to serve until a Chairperson is duly elected by the  Board of Trustees under these Bylaws. The Chairperson pro tempore will have the same  duties and responsibilities as the Chairperson under these Bylaws during his/her period of  appointment.  

Section 6. The President of the Academy

The Board of Trustees places  responsibility on the President, as Chief Executive Officer of the Academy, to act with  executive authority on all matters pertaining to the administration of the Academy’s  business.  

The President of the Academy shall be a member of the Board of Trustees and its Standing  and Special Committees, ex officio, without a vote or quorum count toward votes of the  Board of Trustees and its Standing and Special Committees.  

The President of the Academy shall have such duties, functions, powers, and  responsibilities as the Board of Trustees may from time to time prescribe consistent with  the laws of the Commonwealth.  

In the absence of the President from any annual, regular, or special meeting of the Board  of Trustees, any person whom the Board of Trustees has appointed to serve as the Acting  President of the Academy shall serve in the same capacity as would the President, as a  member of the Board of Trustees ex officio and without vote. 

The President shall serve in a non-voting capacity as the Executive Secretary to all of the  committees of the Board of Trustees and shall have such duties, functions, powers, and  responsibilities as the Board of Trustees may from time to time prescribe, consistent with  the laws of the Commonwealth and these Bylaws. In this function the President must be  present at all regular and special meetings, including Executive Sessions of the Board of  Trustees.  

As the Executive Secretary of the Board of Trustees, the President shall further assist his  staff appointee in the performance of the assigned duties. The President of the Academy  shall have the following duties and responsibilities:  

• Serve as the Chief Executive & Administrative Officer of the Academy;  
• Be the professional advisor to the Board of Trustees in all matters involving the  educational development and governance of the Academy;  
• In consultation with the Chairperson of the Board of Trustees, shall be  responsible for developing and coordinating an orientation program for new  members of the Board of Trustees;  
• Be responsible through his/her appointed Academy Officers for the  management of the educational and fiscal affairs of the Academy;  
• Be responsible for the implementation of the policies and decisions of the Board  of Trustees;  
• Appoint a member of his/her staff to act as Clerk in matters pertaining to the  meetings of the Board of Trustees, its Standing Committees, and its Special  Committees;  
• Designate a senior member of his/her staff to serve as the liaison to each  Standing and Special Committee of the Board of Trustees;  
• Serve as Executive Secretary of the Board of Trustees, and may delegate to  his/her staff the duties of recording the minutes of the meetings of the Board of  Trustees, its Standing Committees, and its Special Committees;  
• Serve as a member, ex officio and without vote, of the Executive Committee;  
• Serve as a member, ex officio, and without vote, of all Standing and Special  Committees of the Board of Trustees.  

Section 7. Clerk of the Board

The President shall appoint from his staff a  member to serve as the Clerk of the Board of Trustees. The Clerk shall be the President’s primary contact for administration, and shall have the following administrative duties and  responsibilities:  

• To give written notice, in accordance with the provisions of the Open Meeting  Law of the Commonwealth, of all regular and special meetings of the Board of  Trustees and of Standing and Special Committees thereof to both Trustee  members and to the public, and to compile and distribute reference materials  and agendas thereof;  
• To record the proceedings of the Board of Trustees and to prepare minutes of  the meetings of the Board of Trustees, in a book or books, both hard copy and  e-books, to be kept thereof;  
• To perform duties not inconsistent with those prescribed by these Bylaws or by  the Board of Trustees, as prescribed from time to time by the Chairperson of  the Board of Trustees;  
• To preserve and archive all documents, papers and records of the Board of  Trustees determined by the Board of Trustees to be part of its official records  or necessary to the performance of its duties.

Article II. Organization of the Board of Trustees

The full Board  of Trustees shall meet at its Regular and Annual Meetings, and operate through its Standing  Committees and Special Committees.  

Section 1. Meetings of the Board of Trustees

Regular and Annual Meetings
There shall be a minimum of four  scheduled meetings a year of the Board of Trustees of Massachusetts Maritime  Academy in the months of June, September, December, and March, at a time when the  Academy is in session, with the September meeting being the organizational meeting  for the academic year. The Board of Trustees shall set the date and time of each  meeting at least one month in advance in consultation with the President of the  Academy. The Annual Meeting shall be held in June. No regular meeting shall be held  during break periods or at a time when classes are not in session. All meetings shall be  held within the Commonwealth and at the Academy unless exigent circumstances  dictate otherwise. The Order of Business and the Agenda of all meetings of the Board  of Trustees shall be informed by the Board of Trustees’ Guidelines for Strategic Goals  and Objectives.  

Special Meetings
A special meeting of the Board of Trustees may be held at the  Academy as noted above and at any time when called 1) By the Chairperson of the  Board of Trustees, or; 2) By petition of any six (6) Trustees given in writing or by email  to the Clerk. 

Notice of Meetings
Written notice of each regular meeting of the Board of  Trustees shall be given to each Trustee by email least five (5) days prior to the date  fixed for said meeting and/or by U.S. mail postmarked at least five (5) days prior to the  date fixed for said meeting. Notice of special meetings shall be given to each Trustee  at least two (2) days prior to the meeting day. Notices shall state the time and place of  the meetings and, as to special meetings, the purposes for which it has been called and  by whom.  

Agenda of Regular Board of Trustees Meetings
A written agenda  of matters to be considered at each regular meeting of the Board of Trustees shall be  sent to each Trustee by mail or email at least (5) days prior to the date fixed for said  meeting. Items to be included in the agenda for a regular meeting shall be submitted  to the Clerk in writing or by email by (i) recommendation of a standing or other  committee of the Board of Trustees, (ii) the Chairperson of the Board of Trustees, or  (iii) the President of the Academy. No item shall be included in the agenda for a regular  meeting except upon recommendation by a standing or other committee of the Board  of Trustees, the Chairperson of the Board of Trustees or the President of the Academy;  provided that at any regular meeting any Trustee upon majority vote of the Board of  Trustees, shall be entitled to present matters to the Board of Trustees for its  consideration without prior reference to a committee.  

The following shall be the order of business at meetings of the Board of Trustees.  

• Call to Order  
• Consideration of Minutes of Prior Meeting  
• Chairperson’s Report  
• President’s Report  
• Strategic Action Required  
• Strategic Information Reports (Standing and Special Committees)  VII. Reports From Campus Constituents  
• Reports of Nominating Committee (at Annual Meeting in June)  IX. Unfinished Business  
• Public Open Forum  
• New Business  
• Adjournment  

Quorum
The number of Trustees necessary to constitute a quorum for the  transaction of business shall be a majority of the Trustees then sitting. When a quorum  of Trustees is physically present at a meeting, a majority of the Trustees present may  take action on behalf of the Trustees. When the number of Trustees physically present  falls below the number required for a quorum, the meeting may continue, but no vote  may be taken unless a quorum shall have been restored.  

Remote Participation
Trustees who are unable to attend in person shall notify  the chair in advance. Remote participation will utilize conference communications,  provided the technology allows all persons participating to hear each other at the same time. However, Trustees participating via conference communications are entitled to  vote but shall not count towards a quorum. Further, the chair or his/her named  acting chair replacement must be physically present at the meeting. All votes taken  during any meeting in which a member participates remotely shall be by roll call vote.  

Recognition of Public
The Chairperson presiding over any public session of  the Board of Trustees may, prior to taking a vote, reserve the right to recognize any  non-member in addressing the Board of Trustees and to determine prior conditions and  limitations for any presentation to the Board of Trustees.  

Voting
The basic requirement for adoption of a motion, except where a rule  provides otherwise, will be a majority of the votes cast; “abstentions” will not be  included. Voting may be done by voice, hand, standing, counted, or roll call vote. In  accordance with the Massachusetts Open Meeting Laws, voting by secret ballot is not  permitted.  

Parliamentary Procedure
Unless the Board of Trustees shall otherwise  determine for any purpose or in any case, the most recent edition of Robert’s Rules of  Order shall be a guide in conducting the meetings of the Board of Trustees insofar as  these rules are compatible with the laws of the Commonwealth.  

Executive Session 

• By a vote of a majority of the voting Trustees present at any regular or special  Board of Trustees meeting or any Standing or Special Committee meeting, the  Board of Trustees or Committees may enter into executive session, closed to  the public, for the purpose(s) listed in (v) below, consistent with the provisions  of the Open Meeting Law. The vote shall be taken by roll call and the  purpose(s) of the session and the reason(s) why it is to be confidential shall be  announced before the executive session. The presiding officer shall state before  the executive session whether the meeting will reconvene in open session after  the executive session.  
• The Board of Trustees shall maintain accurate records of its executive sessions,  setting forth the date, time, place, members present or absent, and actions taken  at each executive session.  
• The records of any executive session may remain secret only so long as  publication may defeat the lawful purposes of the executive session.  
• All votes taken in executive session shall be taken by roll call and shall become  part of the records of said executive session.  
• Executive sessions may be held only for the following purposes: 

1. To discuss the reputation and character, physical condition or mental  health rather than the professional competence of an individual. An open  meeting shall be held if the individual involved requests in writing or by  email that the meeting be open.  
2. To consider the discipline or dismissal of, or to hear complaints or charges  brought against an officer, employee, or individual. An open meeting shall  be held if the individual involved requests in writing or by email that the  meeting be open.  
3. To discuss strategy with respect to collective bargaining or litigation if an  open meeting may have a detrimental impact on the bargaining or  litigation position of the Academy.  
4. To discuss the deployment of security personnel or devices.  
5. To investigate charges of criminal misconduct or to discuss the filing of  criminal complaints.  
6. To consider the purchase, exchange, lease, or value of real property, if  such discussions may have a detrimental effect on the negotiating position  of the Academy or a person, firm, or corporation.  
7. To comply with the provisions of any general or specific law or federal  grant-in-aid requirements.  
8. To consider the award of honorary degrees.  
9. To consider the award of tenure to a member of the faculty.  
10. Or for any other purpose permitted by law.  

Section 2. Standing Committees of the Board of Trustees

Standing Committees of the Board of Trustees

There shall be the  following Standing Committees of the Board of Trustees.  

• Audit & Governance Committee  
• Education Committee  
• Facilities & Finance Committee  
• Marine Operations Committee  
• Student Life Committee 

Members of the Standing Committees

Each Standing Committee shall  have such number of members, being not less than three (3), as the Chairperson of the  Board of Trustees shall determine. The chairperson and members of each Standing  Committee shall be appointed by the Chairperson of the Board of Trustees prior to the  September meeting. The Chairperson and Vice Chairperson of the Board of Trustees  shall be members, ex officio, with vote and count towards a quorum, of each Standing  Committee, and the President of the Academy shall be a member, ex officio and without  vote or quorum count, of each Standing Committee. Except for the Chairperson and  Vice Chairperson of the Board of Trustees each Trustee must be a member of at least  one Committee.  

Meetings of Standing Committees

Regular meetings of the Standing  Committees shall be scheduled at least three weeks before the regular meetings of the  Board of Trustees but may be called at any time by 1) the Chairperson of the Board of  Trustees, in consultation with the Committee Chairperson, or 2) the Chairperson of the  Committee, or 3) may be called upon the petition of a majority of the members of the  Committee given in writing or by email to the Clerk in writing or by email or by email.  

All meetings of the Standing Committees shall be held within the Commonwealth and  at the Academy unless exigent circumstances or other good cause dictate otherwise.  Any Trustee may attend and participate in discussions during any meeting of any  Standing Committee, but shall neither count towards a quorum nor be eligible to vote.  

Standing Committee members who cannot attend a meeting shall notify the  Chairperson of the Committee prior to the meeting. Trustees who are unable to attend  in person may attend by conference communications, provided the technology allows  all persons participating to hear each other at the same time. Trustees participating via  conference communications shall not count towards a quorum, but are eligible to vote  in accordance with the remote participation guidelines as provided under these Bylaws.  

The Order of Business and the Agenda of all Standing Committees shall be informed  by the Board of Trustees’ Guidelines for Strategic Goals and Objectives.  

• Notice of Meetings. A written notice of the time and place of the meeting  shall be sent by the Clerk, in accordance with the provisions of the Open  Meeting Law of the Commonwealth, to the individual members of the  Committee, to all members of the Board of Trustees, and to the public.  
• Agenda. A written agenda of matters to be considered at each meeting of a  committee of the Board of Trustees shall be sent to each Committee member as  early as possible in advance of the meeting. Items to be included on the  Committee agenda shall be submitted to the Clerk in writing or by email by:  
  • The Chairperson of the Board of Trustees, 
  • The Chairperson of the Standing Committee,  
  • Any Trustee, or  
  • The President of the Academy or the Staff Liaison to that committee  
• Quorum. The number of Trustees necessary to constitute a quorum for the  transaction of business shall be a majority of the Trustees, including the  chairperson of the specific Standing Committee who are physically present at  the meeting.  
• Recognition of Public. The chairperson presiding over any Standing  Committee, prior to taking a vote, reserves the right to recognize any  non-member in addressing the Standing Committee and to determine prior  conditions and limitations for any presentation to the Standing Committee.  
• Voting. The basic requirement for adoption of a motion, except where a rule  provides otherwise, will be a majority of the votes cast; “abstentions” will not  be included.  
• Delegation of Action Items. In conjunction with a vote by the Board of Trustees  adopting a motion for an action, which, by its nature, may require follow-up  negotiations, finalization, oversight, or management, the Board of Trustees may  delegate and authorize a Board of Trustees’ member to negotiate, execute,  deliver, and manage, in the name of the Board of Trustees, and consistent with  the adopted motion, such other instruments, arrangements, documents, or  management as may be necessary to full effectuate the adopted motion, and  such actions are to be the conclusive evidence that the same has been approved  by the Board of Trustees.  

Duties and Responsibilities of Standing Committees 

Audit and Governance Committee
The Audit & Governance Committee  shall have the following duties and responsibilities: 

• To provide oversight of the independent audit functions including the selection  of the external auditor and the recommendation of that selection to the Board  of Trustees for approval;  
• To conduct liaison with the Academy staff and external auditor to develop the  annual audit plan and schedule;  
• To review the annual audit report of the external auditor and recommend is  approval to the Board of Trustees; 
• To review the regulations and current audit trends and requirements and  recommend appropriate policy and practice applications to the Academy;  
• To recommend and request the engagement of an independent financial expert  if the Committee deems it necessary;  
• To report to the Administration and Finance Committee and to the Board of  Trustees any issues unresolved by the Audit Committee;  
• To consider, propose and recommend to the Board of Trustees the adoption,  amendment or revision of rules and regulations for the governance of the Board  of Trustees;  
• To consider the legislative and public relations policy interests of the Board of  Trustees and of the Academy and to make recommendations to the Board of  Trustees with respect thereto;  
• To review, update and implement current affirmative action policies of the  Board of Trustees and the Board of Higher Education and to insure compliance  with State and Federal laws and regulations;  
• To make appropriate recommendations to the MMA Board of Trustees and to  the President of MMA on labor relations and collective bargaining;  
• To establish and promulgate a process for the evaluation of the President;  
• To assist the Chairperson of the Board of Trustees and the President of MMA  in developing a list of potential candidates to serve as Trustees;  
• To assist with the development and implementation of an Orientation Program  for new Trustees as proposed by the Chairperson of the Board of Trustees in  concert with the President of MMA;  
• To assist the President in identifying strategic directions for the Academy,  including senior leadership structure;  
• To review, and, where appropriate, approve at the request of the President,  general personnel policies and procedures governing the Academy and staff;  
• To review and approve the hiring and/or removal of direct reports to the  President of MMA. 

Education Committee
The Education Committee shall have the following  duties and responsibilities: 

• To recommend policies regarding the quality, character, and extent of  instruction at the Academy, including policies regarding programs of  instruction, curriculum, degrees, accreditation, faculty sabbaticals, continuing  and professional education matters, research, and the delivery of said programs,  and to make recommendations to the Board of Trustees with respect thereto;  
• To recommend policies related to the educational purpose and responsibilities  of the Academy and evaluate the same on a short and long range basis, and to  make recommendations to the Board of Trustees with respect thereto;  
• To oversee the development and continuing review of an educational master  plan for the Academy;  
• To recommend honorary degree candidates for approval by the Board of  Trustees according to committee policy;  
• To recommend faculty for tenure.  

Facilities & Finance Committee
The Facilities & Finance Committee shall  have the following duties and responsibilities:  

• To inquire into all fiscal affairs of the Academy, to consult with the President  and to consider and recommend to the Board of Trustees for action, matters  relative to the general administrative service functions and the fiscal and  budgetary requirements and operation of the Academy;  
• To recommend policies governing fees, receipts, management and  disbursement or transfer of all funds of the Academy;  
• To review internal and external audits of financial activities and to recommend  appropriate action to the Board of Trustees;  
• To review and recommend the operating budget for presentation to the Board  of Trustees;  
• To recommend policies relating to the property, buildings, land acquisition, site  development, landscaping; environment and construction;  
• To recommend policies and plans relating to facilities and long range capital  outlay budgets;  
• To review design plans, contract, and engineering reports on all facilities to be  constructed or renovated on Academy property and to recommend appropriate  action;  
• To ensure coordination of policies related to facilities and education; 
• To review, record, and recommend all actions with financial implications  required to be taken by the Board of Trustees;  
• To consider policies and other matters pertaining to the investment of  endowment funds and other funds of the Academy that may from time to time  be invested and reinvested and to make recommendation to the Board of  Trustees  
• To provide strategic oversight of the Operations Division and, in particular, the  Facilities Department including Deferred Maintenance and Capital Projects,  and infrastructure master plan; 
• To provide oversight of Academy sustainability initiatives;  
• To provide guidance on capital campaigns and fundraising; and  
• To provide guidance and oversight to campus security including, if appropriate,  cybersecurity.  

Marine Operations
The Marine Operations Committee shall have the  following duties and responsibilities:  

• To provide strategic oversight of the Academy’s marine assets, particularly the  training ship, other training vessels, all recreational boats, and the associated  shoreside facilities;  
• To provide oversight of the Academy’s boat donation program, and to assist in  the development of policies relating to the operation of that program.  

Student Life Committee
The Student Life Committee shall have the  following duties and responsibilities:  

• To consider, review, and make recommendations to the full Board of Trustees  on matters concerning all aspects of student life at the Academy;  
• To review, consider and recommend plans, policies, and funding concerning all  aspects of student life including but not limited to health services, intramural  and varsity athletic programs, housing, Student Government and other  recognized student activities, organizations, and groups;  
• To consider policies regarding admissions, advisement and counseling,  including appropriate liaison on women and underrepresented populations  recruitment; 
• To conduct such inquiries as may be necessary with respect to formal student  grievances when so charged by the Board of Trustees and to report its findings  and recommendations to the Board of Trustees;  
• To advise the President on any matters relating to the academic/student affairs  of the Academy.  

Section 3. Special Committees

Nominating Committee

There shall be a Nominating Committee which  shall consist of no fewer than three (3) Trustees appointed by the Chairperson, the  Nominating Committee appointed in March of each year and to serve until the  Board of Trustees Annual Meeting in June, at which time it shall present its  nominees for the offices of Chairperson and Vice Chairperson. The Nominating  Committee MUST follow the special committee procedures established in  Subsection B below for all meetings.  

Other Special Committees

The Chairperson of the Board of Trustees  also may establish other special Committees from time to time to have such duties  as deemed necessary. Special Committee Meetings may be called at any time by 1)  the Chairperson of the Board of Trustees, in consultation with the Committee  Chairperson, or 2) the Chairperson of the Committee, or 3) upon the petition of a  majority of the members of the Committee given in writing or by email to the Clerk.  

All meetings of Special Committees shall be held within the Commonwealth and  at the Academy unless exigent circumstances or other good cause dictate otherwise.  Any Trustee may attend and participate in discussions during any meeting of any  Special Committee, but shall neither count towards a quorum nor be eligible to  vote. Special Committee members who cannot attend a meeting shall notify the  Chairperson of the Committee prior to the meeting.  

Special Committee members who are unable to attend in person may attend by  conference communications provided the technology allows all persons  participating to hear each other at the same time. Trustees participating via  conference communications shall not count towards a quorum but are eligible to  vote.  

The Order of Business and the Agenda of all Special Committees shall be informed  by the Board of Trustees’ Guidelines for Strategic Goals and Objectives. The  following procedures shall be followed for Special Committees:  

• Notice of Meetings. A written notice of the time and place of the meeting shall  be sent by the Clerk, in accordance with the provisions of the Open Meeting  Law of the Commonwealth, to the individual members of the Committee, to all  members of the Board of Trustees, and to the public. 
• Agenda. A written agenda of matters to be considered at each meeting of a  committee of the Board of Trustees shall be sent to each Committee member as  early as possible in advance of the meeting. Items to be included on the  Committee agenda shall be submitted to the Clerk in writing or by email by: 
  • The Chairperson of the Board of Trustees,  
  • The Chairperson of the Special Committee,  
  • Any Trustee, or  
  • The President of the Academy  
• Quorum. The number of Trustees necessary to constitute a quorum for the  transaction of business shall be a majority of the members, including the  Chairperson and Vice Chairperson of the Board of Trustees, of the specific  Special Committee who are physically present at the meeting.  
• Remote Participation. Trustees who are unable to attend in person shall notify  the chair in advance. The chair therefore, must make a determination using the  following factors that make member’s physical attendance unreasonably  difficult: (1) personal illness; (2) personal disability; (3) emergency; (4)  military service; or (5) geographic distance. Remote participation will utilize  conference communications, provided the technology allows all persons  participating to hear each other at the same time. However, Trustees  participating via conference communications are entitled to vote but shall not  count towards a quorum. Further, the chair or his/her named acting chair  replacement must be physically present at the meeting. All votes taken  during any meeting in which a member participates remotely shall be by roll  call vote.  
• Recognition of Public. The Chairperson presiding over any Special Committee,  prior to taking a vote, reserve the right to recognize any non-member in  addressing the Committee and to determine prior conditions and limitations for  any presentation to the Committee.  
• Voting. The basic requirement for adoption of a motion, except where a rule  provides otherwise, will be a majority of the votes cast; “abstentions” will not  be included. Voting may be done by voice, hand, standing, counted or roll call  vote. In accordance with the Massachusetts Open Meeting Laws, voting by  secret ballot is not permitted.  
• Delegation of Action Items. In conjunction with a vote by the Board of Trustees  adopting a motion for an action, which, by its nature, may require follow-on  negotiations, finalization, oversight, or management, the Board of Trustees may  delegate and authorize a Board of Trustees’ member to negotiate, execute,  deliver, and manage, in the name of the Board of Trustees, and consistent with  the adopted motion, such other instruments, arrangements, documents, or  management as may be necessary to full effectuate the adopted motion, and such actions are to be the conclusive evidence that the same has been approved  by the Board of Trustees.  

Article III. Miscellaneous

Section 1. The Seal of the Academy

The Common Seal of the Academy  and of the Board of Trustees shall consist of the existing seal of the Academy:  

• A traditional ship’s wheel of eight spokes upon which the Massachusetts State  Seal is superimposed over the center hub;  
• The wheel is surrounded by the text “Massachusetts Maritime Academy 1891”.  The “1891” is referenced to the six o’clock position; the remaining text is  spaced equally around the wheel with the words separated by five-point star. A  rope border showing the twist of the rope finally encircles the wheel and text.  

Section 3. Trustee Conduct

Individual Trustees are expected to be familiar  with, and shall conduct themselves in accordance with, the State Ethics Statute of the  Commonwealth (chapter 268A of the Massachusetts General Laws) and the Standards of  Conduct for the Academy. Trustees shall set a good example for cadets, faculty, staff and  leadership, as well as for fellow members of the Board of Trustees. As fiduciaries,  individual Trustees must act in the interests of the Academy and should do so by assuming  and fulfilling the roles and responsibilities that are described in the document entitled  “Trustees Roles and Responsibilities.”  

Section 4. Indemnification of Trustees

A member of the Board of  Trustees is entitled to be indemnified as follows under chapter 15A, §22, of the General  Laws of the Commonwealth:  

The Commonwealth shall indemnify a trustee of a state college against loss by reason of  the liability to pay damages to a party for any claim arising out of any official judgment,  decision, or conduct of said trustee; provided, however, that said trustee has acted in good  faith and without malice; and provided, further, that the defense or settlement of such claim  shall have been made by the attorney general or his designee. If a final judgment or decree  is entered in favor of a party other than said trustee, the clerk of the court where such  judgment or decree is entered shall, within twenty-one days after the final disposition of  the claim, provide said trustee with a certified copy of such judgment or entry of decree,  showing the amount due from said trustee, who shall transmit the same to the comptroller  who shall forthwith notify the governor; and the governor shall draw his warrant for such  amount on the state treasurer, who shall pay the same from appropriations made for the  purpose by the general court.  

Section 5. Amendment, Revision or Repeal of Bylaws

These  Bylaws may be amended, revised or repealed by an affirmative vote of two-thirds of the  members of the Board of Trustees then in office; provided, however, that the text of any amendment, revision or repeal as originally proposed shall be given or as part of notice of  the meeting.