*Sec. 7.__Board of overseers.__The__board of overseers may not at any time consist of more than 25 members.__Nine members, exclusive of the president, if the president is in attendance, except as otherwise in this Act specifically provided, constitutes a quorum for the transaction of business.__The board shall choose a chair and a vice-chair who shall preside at their meetings.__The board shall choose a secretary, and may adopt such rules for the transaction of the business of the board as the board determines expedient.__The terms of office of the overseers continue to expire in accordance with the provisions of Private and Special Law 1873, chapter 192, section 7.__At each annual meeting of the board of overseers, 5 overseers, must be elected for the term of 5 years, 2 of whom must be from persons nominated by the Alumni Association of Bates College.__The board may, by such procedure as the rules provide, declare a vacancy on the board whenever, in their judgment, sufficient cause exists.__The board shall fill all vacancies occurring in the board, as long as a vacancy arising from the death, resignation or removal from office of an overseer who was elected on nomination of the alumni association is filled only by the election of a person so nominated.

Sec. 3. P&SL 1937, c. 28, §9 is amended to read:

*Sec. 9. Quorum. Except as otherwise in this act specifically provided, the corporation may transact its business either by the method of concurrent action taken by the board of fellows and the board of overseers, meeting in separate session, or by the method of action taken by the said boards meeting in convention, a quorum of which shall consist consists of at least 6 fellows and at least 9 overseers exclusive of the president, if he shall be the president is in attendance.

Sec. 4. P&SL 1937, c. 28, §10 is repealed and the following enacted in its place:

*Sec. 10.__Executive committee.__The corporation may appoint from its number an executive committee of not fewer than 5 members.__The president is a member of this executive committee.__The chair of the executive committee is the chair of the board of fellows.__In the chair's absence the executive committee is chaired by the vice-chair of the board of fellows or the chair or

vice-chair of the board of overseers, all of whom are members of the executive committee.__To this executive committee any or all powers of general administration are delegated to act for and in behalf of the corporation from one stated meeting to another, subject to instructions by the corporation at any intervening meeting.__The corporation may appoint such other committees for such periods and with such powers as it shall determine proper.

Sec. 5. P&SL 1937, c. 28, §11 is repealed.

Sec. 6. P&SL 1937, c. 28, §§12 and 13 are enacted to read

*Sec. 12.__Transition provisions.__This Act does not affect the tenure of office of any person holding any office or appointment under the authority of Private and Special Law 1937, chapter 28.

*Sec. 13.__Applicability of the Maine Nonprofit Corporation Act; governing law.__The Maine Nonprofit Corporation Act, contained in the Maine Revised Statutes, Title 13-B, or any successor, applies to this corporation in all respects, including an amendment to or restatement of this charter.__Any amendment or restatement of this charter must be effected pursuant to those provisions of the Maine Nonprofit Corporation Act, or any successor, that govern the amendment or restatement of Articles of Incorporation.

SUMMARY

This bill amends the charter of Bates College as follows.

It gives the chairs and the vice-chairs of the board of fellows and the board of overseers the exclusive responsibility to preside over their respective meetings.

It authorizes the chair and the vice-chair of the board of fellows to serve as the chair and the vice-chair of the corporation, and for the chair of the board of fellows to preside over the executive committee. In the chair's absence, the vice- chair of the board of fellows and the chair and vice-chair of the board of overseers are authorized to preside over executive committee meetings.

It provides that future changes to the charter will be made under the Maine Nonprofit Corporation Act, contained in the Maine Revised Statutes, Title 13-B, or any successor.

The bill also makes several clerical corrections and changes gender-specific language.