A board of trustee member must:

1. Support and champion MCU’s mission, vision and values.
2. Be interested in midwifery education, and in particular, MCU’s commitment to equity and social justice;
3. Familiarize oneself with MCU documents and be willing to learn about MCU’s educational process and accreditation requirements.
4. Be willing to serve for three years except in special cases when elected for a term of less than three years.
5. Be willing to declare conflicts of interest addressed by the Board and honor

confidentiality.

6. Agree to provide a curriculum vitae to MCU administration for public disclosure.

7. Be willing to work on committees.

8. Be willing to commit the time necessary to contribute to the functioning of the Board.

9. Be willing to build personal skills in Outward Mindset and Crucial Conversations.

10. Be willing to contribute $500 through fundraising, personal contribution, and/or in kind service.

MCU board members fulfill at least eight vital roles as a non-profit organization:

1. Sustain and uphold the Mission and Culture of MCU:

The Midwives College of Utah’s (MCU) mission is to provide an educational structure and integrated learning environment for individuals to become midwives of technical expertise, professional excellence, and personal greatness—namely Midwives of Excellence.

MCU’s culture is inspired by the Midwives Model of Care, reflecting philosophies, skills and behavior in both the way we model and train our students. What we teach and how we teach exemplifies what it means to be a midwife of excellence who is self-actualized and values courageous conversations and relationships built upon honesty and trust. MCU delivers a Midwifery Model of Education; ultimately midwifing midwives through their educational journey and beyond.

2. Advocacy

~ Public and Private Relations

~ Support the Executive Team

~ Endorse and Defend the Organization

3. Fiduciary

~ Legal authority to hold assets in trust for MCU and manage assets for the benefit of the college.

~ Determine and manage all potential need for donations and/or loans to sustain operations and support development.

~ Safeguard the future viability of MCU by ensuring that policies are in place, and being followed, which protect the assets and future viability of the institution.

~ Approve the annual budget, review annual audits, reviews, monthly budgets, etc., and provide counsel and oversight on all financials and financial decisions of the institution.

~ Ensure that adequate funding is available to maintain the necessary budget, meet the institution’s commitments, and fulfill the mission.

~ Contribute $500 through fundraising, personal contribution, and/or in kind service.

4. Hire, Evaluate, Support, Defend, and if necessary, fire the School President

~ The board’s primary responsibility is to sustain and uphold the mission and primary objectives of MCU.

5. Perpetuate the Board

~ The primary guideline for selecting new Board members will be fulfillment of the mission.

~ New board members will be proposed, reviewed and approved by the Board in advance of being invited to serve on the Board.

~ Individual board members have the responsibility to provide expert counsel to the Board, Executive Team and in Board Meetings.

~ Board composition should include a complete assemblage of individuals with all expertise and experience deemed necessary to sustain the Institution.

6. Create and maintain ongoing Strategic Planning

~ Establish the long-term, intermediate and short-term goals and strategies of the organization.

7. Projects and/or Committee Work

~ Engage in special and ongoing projects as deemed necessary.

~ Sustain all standing committee Work.

~ Create and sustain any necessary special committee work.

8. Establish Major Policies

~ The Board will review the need for and establish policy related to major issues regarding the primary objectives of MCU, fiduciary responsibilities, legal issues, direction to the President, major structures and strategies, protocol and parameters for inviting new board members, public relations and other areas as deemed necessary by the Board.

In short, the Board:

• Sets the Board’s work plan and agenda for the year and for each meeting
• Determines board training and development need
• Attends to discipline in board attendance, following bylaws and other self-imposed rules
• Establishes the limits of the executive’s authority to budget, administer finances and compensation, establishe programs, and otherwise manage the organization
• Establish the results, strategies, recipients, and acceptable costs of those results that justify the organization’s existence
• Examine results to determine whether the President has used a reasonable interpretation of the Board-stated criteria

In short, the Board does NOT:

• Establish or administer specific services, programs, curricula, or budgets
• Render intrusive judgments or assessments of staff activity where no previous board expectations have been stated
• Determine staff development needs, terminations, or promotions (except for top executive)
• Design staff jobs or instruct any staff member subordinate to the top executive (except where the executive has assigned a staff member to some board interaction)
• Decide specific jobs in the organization and staffing requirements

Board Chair

The president of the board of trustees shall, subject to the direction and supervision of the board of trustees:

(1) preside at meetings of the board of trustees;

(2) see that all orders and resolutions of the board of trustees are carried into effect; and

(3) perform all other duties incident to the office of president and as from time to time may be assigned to him/her by the board of trustees. Term is limited to six consecutive years.

Vice President

The vice-president or vice-presidents of the board of trustees shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of trustees. The vice-president, or if there are more than one, then the vice presidents in order of their election shall, at the request of the president, or in his absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president.

Secretary

The secretary of the board of trustees shall:

(1) keep the minutes of the proceedings of the board of trustees, and the executive committee, and collect minutes of committees of the board;

(2) disperse copies of the minutes to members of the board of trustees and the corporate office;

(3) see that all notices are duly given in accordance with the provisions of these bylaws or required by law;

(4) be custodian of the corporate records and of the seal of the corporation; and

(5) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the board of trustees. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. Term is limited to six consecutive years.

Treasurer

The treasurer of the board of trustees shall:

(1) be the principal financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the board of trustees;

(2) see that office staff and corporate officers receive and give receipts and acquittance for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Midwives College of Utah of whatever nature upon maturity;

(3) be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, oversee the keeping of complete books and records of account, oversee the preparation and filing of all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of trustees statements of account showing the financial position of the Midwives College of Utah and the results of its operations;

(4) provide a yearly budget with the assistance of the Budget and Finance Committee and present it to the board of trustees;

(5) upon request of the board, make such reports to it as may be required at any time; and

(6) perform all other duties incident to the office of treasurer and other such duties as from time to time may be assigned to him/her by the president or the board of trustees. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. Term is limited to six consecutive years.

Compensation

MCU Board Members are voluntary and financially uncompensated. In nonprofit organizations, the law requires board members to serve pro bono, and allows for board members to be paid a set fee for attending board meetings, and the organization may reimburse their expenses. At MCU board members are not paid for attending board meetings, but where possible, are reimbursed for attending meetings.

The real reward for MCU board service is the effective accomplishment of the mission and vision of MCU, and its subsequent impact on midwifery education, and maternity care and birth culture in the 21st century.

Number of Board Members

The board consists of no more than thirteen members and no less than five.

Term Length

Board members are elected for a term of three years, and may be re-elected for additional terms. In special cases the Board may establish a term of less than three years. A board member may resign at any time by giving written notice to the Board Chair.

Regular Meetings, Attendance, and Communication

Board meetings are held monthly on the first Thursday of the month, with a face-to-face board retreat held each fall. Board members can attend in person, via telephone or virtually. Board members are expected to attend a majority of meetings, and read the minutes or listen to recordings of the meetings missed. At each meeting Board members are expected to report progress made on respective committee work or individual projects and commitments, etc. Additionally, timely responses to messages (email, etc) concerning board matters are expected.

Hours of Involvement

The number of hours involved in board work will vary depending on various board responsibilities, committee work and personal projects. On average, a board member should expect to engage in board work between five to fifteen hours per month.