Article I: Name and Purpose
Section 1: Name
This governing body shall be formally known as the Board of Regents, herein referred to as “the Board,” for the College of Remote and Offshore Medicine.
Section 2: Purpose
The primary mission of the Board is to oversee and advise the Dean in matters pertaining to the management and advancement of bachelor, master, and doctoral degree programs, aligning with the regulatory framework of the Malta Further and Higher Education Authority (MFHEA) reporting to the CoROM Foundation Administrative Board.
Article II: Membership
Section 1: Composition
The composition of the Board shall consist of no more than nine (9) directors who best align with the mission, vision, scope, and objectives of the College of Remote and Offshore Medicine, as follows:
- Four (4) Board Members at Large: Appointed for their expertise in relevant fields, including education and academia. They shall serve a four-year term.
- One (1) Public Member: Appointed from the community, unaffiliated with the college, and serving a three-year term.
- One (1) Administrative Board Member: Appointed from the CoROM Foundation Board of Administator member to facilitate communication between the College and Foundation. They shall serve as permanent members of the Board.
- One (1) Faculty Representative: Elected by the CoROM faculty for a two-year term.
- One (1) Student Representative: The Student Union President serves for a one-year term.
- The Executive Dean: Serving as an ex-officio member.
Section 2: Terms
Directors owe a fundamental duty of loyalty and diligence to the organization and its students. The Board will establish written policies for performance assessment to ensure that no Director has exerted undue influence on any board activities. Director performance will be reviewed before consideration for a new term. All directors, except the Dean, will serve for two terms, with the option of reappointment or re-election for one additional term.
Article III: Duties and Responsibilities
Section 1: Oversight
The Board shall fulfill the following duties and responsibilities:
- Review and provide counsel on academic and administrative affairs, including program development, quality assurance, and strategic planning.
- Ensure compliance with the laws and regulations of Malta governing higher education.
- Offer guidance on matters related to accreditation, academic standards, and program assessment.
Section 2: Meetings
The Board shall convene at least three (3) times annually. Special meetings may be convened by the Chair or upon the request of at least two (2) Board members.
Section 3: Quorum, Voting, and Dean’s Veto Power
A quorum shall consist of five (5) Board members. Decisions will be reached through a majority vote of the members in attendance, except for matters necessitating a simple majority as mandated by the law. Dean shall be granted veto power.
Article IV: Officers
Section 1: Chair
The Chair is chosen from the Board members and serves a three-year term. Their responsibilities include leading meetings, setting the agenda, and representing the Board as necessary. The Chair can be reappointed for multiple terms but should not exceed a total of 20 years in office.
Section 2: Vice-Chair
The Vice-Chair is elected from the Board members and has a two-year term. When the Chair is unavailable, the Vice-Chair steps in to fulfill their duties.
Section 3: Secretary/Treasurer
The Secretary/Treasurer is selected from the Board members and has a two-year term. In the absence of the Chair, the Vice-Chair assumes their responsibilities.
Article V: Parliamentary Authority
The rules in the current edition of Robert’s Rules of Order shall govern the Board in all applicable cases, provided they are not inconsistent with these bylaws.
Article VI: Indemnification
The College shall indemnify, to the fullest extent permitted by the laws of Malta or any other applicable laws, any person who, by virtue of being or having been a director, officer, employee, or agent of the College, or who is or was serving at the College’s request as a director, officer, employee, or agent of another entity, is a party to or threatened with any legal action, suit, or proceeding.
Article VII: Amendments
These bylaws may be amended by a super-majority vote of the Board members present at a regular meeting, provided that notice of the proposed amendments has been given in advance.
Article VIII: Ratification
These bylaws shall be ratified by a two-thirds majority vote of the initial Board members and shall become effective upon ratification.
Article IX: Statement of Governance and Regent Responsibilities
The Board of Regents develops and advances CoROM’s mission and goals. It ensures the institution is well managed, provides for adequate resources, and maintains good relations with all constituencies, on campus and across the globe. It appoints and evaluates the President, approves, and monitors the implementation of institutional strategy and policies, provides accountability, and preserves the autonomy of the institution.
The Board assures that the Board has the requisite skills and experience to steward the institution and ensures that each Regent carries out his or her responsibilities as specified herein.
The CoROM Board of Regents is a small, working board that makes substantial demands of its members. Each Regent assigns a high priority to a stewardship role with a commitment to the strengths, traditions, and values of the institution and pledges to fulfill the following responsibilities:
Act as a responsible fiduciary
- Act in the best overall interest of CoROM.
- Make service to CoROM a high personal priority: participate constructively and consistently in the work of the Board and its committees and working groups; accept and discharge leadership positions and other assignments; work on behalf of CoROM between Board meetings; and attend as many CoROM functions as feasible.
- Prepare for meetings by reading the agenda and supporting material and by keeping informed about CoROM and trends and issues in higher education.
- Participate in rational, informed deliberations by considering reliable information, thinking critically, asking good questions and respecting diverse points of view, in order to reach decisions on the merits that are in the best interests of the institution.
- Use your own judgment in voting versus following the lead of others.
- Participate in self-evaluations and evaluations of Regent performance.
- In addition to serving on Board committees, Regents act as representatives to the College’s various boards of overseers, advisory groups, and affiliated medical entities. Attendance expectations for Regents serving on these bodies are set forth in an additional statement on Representation by the CoROM Board of Regents to other CoROM and non-CoROM Boards.
Advance the mission of CoROM
- Represent CoROM positively in words and deeds, particularly and proactively to CoROM constituents.
- Serve CoROM as a whole, rather than the interests of any constituency.
- Help CoROM secure the financial, human, and other resources necessary for the institution to achieve its mission.
- Contribute financially to the annual fund and to capital campaigns, within one’s means, at a level that demonstrates CoROM is a high philanthropic interest.
Uphold the integrity of the Board
- Maintain strict confidentiality of Board and committee meetings and of all information proprietary to CoROM.
- Speak for the Board only when authorized to do so by the Board Chair or President.
- Refrain from directing the President or staff and from requesting special considerations or favors. The President reports to the Board as a whole, and the staff to the President.
- Avoid conflicts of interest or the appearance thereof, in accordance with the Board’s Conflict of Interest Policy.
- Adhere to the highest standards of personal and professional behavior so as to reflect favorably on CoROM.
Adopted by the Board of Regents, 1 January 2024.