Trinity University
Faculty and Contract Staff Handbook

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(1)    Institutional History, Purpose, and Structure

(1A)    HISTORY, CHARTER, BYLAWS, AND COVENANT

(1B)    INSTITUTIONAL MISSION

(1C)    ADMINISTRATIVE STRUCTURE


(1A)    HISTORY, CHARTER, BYLAWS, AND COVENANT

For a summary of recent changes to this chapter, see Chapter 9A: Summary of Recent Revisions to this Handbook

Contents of this page: 

  1. Historical Overview

  2. Restated Articles of Incorporation of Trinity University

  3. Bylaws of the Board of Trustees of Trinity University

  4. The University Covenant (Preamble; Historical Context; The Covenant Affirmation; Statements of Understanding)

I.    HISTORICAL OVERVIEW

A.    Origin and Locations

Three small antebellum Presbyterian schools in Texas—Ewing College (1848), Chapel Hill College (1849), and Larissa College (1855)—were the antecedents of Trinity. When each became a casualty of the Civil War, Texas Presbyterians in 1866 began to make plans to establish a single institution of higher learning.

Trinity University opened its doors on September 23, 1869, in the town of Tehuacana. As early as 1888 the question of transferring the University to a larger and more advantageous location was discussed, but it was not until 1902 that Trinity was moved to Waxahachie, where it remained for four decades. While there, Trinity became a member of the Southern Association of Colleges and Schools. During this period graduates of the Fairemont Female Seminary at Weatherford were accepted as alumnae of Trinity when the Seminary was closed.

On February 25, 1942, the Synod of Texas voted to accept an invitation of the San Antonio Chamber of Commerce to transplant Trinity University to the City of the Alamo. In order to facilitate the move, the Southwest Texas Conference of the Methodist Church and the Board of Trustees of the University of San Antonio transferred the property of the University of San Antonio without restriction to the Board of Trustees of Trinity University. The San Antonio Chamber of Commerce gave assistance in this enterprise. All credits and degrees given by the University of San Antonio and its predecessors, San Antonio Female College and Westmoorland College, are acknowledged by Trinity University, which also recognizes as alumni/alumnae the former students of these institutions.

In February, 1945, an attractive new campus site of more than one hundred acres was obtained on the north side of San Antonio. Construction was begun in 1949 and on May 13, 1952, the University officially moved into its new skyline campus overlooking the city.

B.    Independent Status, Charter, Covenant

Trinity University is an independent university founded in 1869 by Presbyterians, an institution that served a full century as the college of The Synod of Texas. In 1969 a covenant was adopted between the Synod and the University, and the previous legal ties were dissolved. Trinity’s covenant with the Synod of Texas was reaffirmed in 1973 by the newly organized Synod of the Sun. The covenant is one of mutual trust and obligation in which the Board of Trustees commits itself to continue to pursue the purposes for which Trinity University was founded. The church pledges itself to continue its interest in and support of the University. The covenant was reaffirmed with the Presbyterian Church (U.S.A.) in 1983, 1989, and again in 2000.

The amended charter creates a self-perpetuating Board of Trustees consisting of thirty-six persons who have complete control and management of the institution. The legal purpose of the corporation is to maintain and operate a coeducational institution and to confer degrees upon graduating students and other deserving persons.

C.    Presidents of Trinity University

William E. Beeson

1869-1882

*Robert W. Pittman

1877-1878

*Samuel T. Anderson

1882-1883

Benjamin G. McLeskey

1883-1885

Luther A. Johnson

1885-1889

John L. Dickens

1889-1890

Benjamin D. Cockrill

1890-1896

**Luther A. Johnson

1896-1900

**Samuel L. Hornbeak 1900-1901

Jesse Anderson

1901-1902

Leonidas C. Kirkes

1902-1904

Archelaus E. Turner

1904-1906

Samuel L. Hornbeak

1907-1921

John H. Burma

1921-1933

*Samuel L. Hornbeak

1933-1934

Raymond H. Leach

1934-1937

Frank L. Wear

1937-1942

Monroe G. Everett

1942-1950

*M. Bruce Thomas

1950-1951

James W. Laurie

1951-1970

Duncan G. Wimpress

1970-1976

*M. Bruce Thomas

1976-1979

Ronald K. Calgaard

1979-1999

John R. Brazil
Dennis A. Ahlburg
1999-2010
2010-
   

*Acting President during interim
**Former President, Chairman of Faculty during interim

D.    Chairs of Board of Trustees

James S. Wills, Cotton Gin, Texas

1869-1877

Luke B. Prendergast, Springfield, Texas

1877-1884

Davis M. Prendergast, Mexia, Texas

1884-1900

Phillip M. Riley, Cleburne, Texas

1900-1903

Frank N. Drane, Corsicana, Texas

1903-1938

Royal R. Watkins, Dallas, Texas

1938-1941

Robert E. Joiner, Athens, Texas

1941-1942

Rasmus Thomsen, Amarillo, Texas

1942-1949

T. Frank Murchison (Acting), San Antonio, Texas

1949-1950

Clint C. Small, Austin, Texas

1950-1957

Cecil W. Miller, San Antonio, Texas

1957-1960

Robert R. Witt, San Antonio, Texas

1960-1963

James H. Calvert, San Antonio, Texas

1963-1966

Forrest M. Smith, San Antonio, Texas

1966-1970

Gilbert M. Denman, Jr., San Antonio, Texas

1970-1973

Joseph N. Sherrill, Jr., Wichita Falls, Texas 

1973-1976

Flora C.Crichton, San Antonio, Texas

1976-1978

Harold D. Herndon, San Antonio, Texas

1978-1984

William H. Bell, Tulsa, Oklahoma

1984-1987

Richard W. Calvert, San Antonio, Texas

1987-1990

Walter F. Brown, San Antonio, Texas

1990-1994

Paul H. Smith, San Antonio, Texas

1994-1997

James F. Dicke II, New Bremen, Ohio

1997-2001

Robert S. McClane, San Antonio, Texas 2001-2004
Lissa Walls Vahldiek, Houston, Texas 2004-2007
George C. Hixon, San Antonio, Texas
Walter R. Huntley Jr., Atlanta, Georgia
2007-2010
2010-
   

II.    RESTATED ARTICLES OF INCORPORATION OF TRINITY UNIVERSITY
(Sometimes called the Charter of Trinity University)

The original Charter was an act of the legislature of the State of Texas, approved August 13, 1870 entitled, An act to incorporate Trinity University, located at Tehuacana Hills, Limestone County, Texas. This Charter was variously amended on March 29, 1877; September 28, 1888; October 3, 1901; September 14, 1914; August 25, 1924; July 28, 1942; October 13, 1966.

In connection with the move to a Covenant Relationship, the Charter was further amended by action of the Board of Trustees on May 7, 1969, concurred in by the Synod of Texas on June 10, 1969, and officially approved and registered with the Secretary of State on July 3, 1969.

The Charter of Trinity University was also amended on October 15, 1969, and recorded with the Secretary of State, State of Texas, on October 20, 1969. The existing Restated Articles of Incorporation of Trinity University were amended on May 1, 1998, and recorded with the Secretary of State, State of Texas, on May 11, 1998.

Section 1:

This institution shall be known by the name of TRINITY UNIVERSITY, hereinafter sometimes referred to as the Corporation.

The purpose of this Corporation is to purchase, erect, maintain, and operate an educational institution at San Antonio, Texas, and at such other place or places in the State of Texas as the Board of Trustees of Trinity University may select, and to engage in any and all lawful activities incidental to the foregoing purposes. Trinity University recognizes the alumni of its predecessors, San Antonio Female College, Westmoorland College, and the University of San Antonio, as alumni of Trinity University, and in this connection Trinity University is authorized to use the names of its predecessors, San Antonio Female College, Westmoorland College, and the University of San Antonio.

The Board of Trustees and their successors in office are hereby constituted and continued a body corporate and politic under the name and style of the Board of Trustees of Trinity University, and they shall have charge of the interests of said institution, and by said name they shall have succession and be capable of suing and being sued; pleading and being impleaded; to contract and be contracted with; to enact bylaws, rules, and regulations for their own government and the government of the institution; to buy, sell, acquire and hold property of any and every kind; to manage, sell, and control the same whether purchased or acquired by said institution by gift, devise, bequest or otherwise; and generally to do and perform whatever in the opinion of said Board will advance the interests of said institution, when not inconsistent with the laws of the land.

Section 2:

The Board of Trustees shall have a common seal for the transaction of all its business, which shall be kept by the Secretary of the Board.

The Board of Trustees shall consist of thirty-six persons who shall have complete control and management of said institution.

Section 3:

The administration and faculty of said institution shall consist of a president (who also shall be president of the faculty), one or more vice presidents and other officers, and such professors, teachers, administrators, and other personnel as the Board of Trustees may deem necessary, who shall be appointed and may be removed, and whose salaries shall be fixed by the Board of Trustees. It shall be the responsibility of the Board of Trustees to establish policies for the governance of the institution, and it shall be the responsibility of the president and other officers, administrators, and faculty of the institution to implement such policies. To the extent deemed necessary or appropriate, the Board of Trustees may delegate to the president all or any part of its responsibilities relating to (a) employment, promotion, and termination of personnel of the institution, and (b) any other matters pertaining to the academic administration of the institution. The faculty are the principal officers of instruction, with primary responsibility for matters of curriculum, including the establishment of requirements for degrees. On matters of academic personnel, the faculty have the responsibility to review and recommend academic appointments as well as review and recommend the granting of promotion and tenure.

Section 4:

Said institution shall be a coeducational institution admitting both males and females on an equality to all of its privileges, classes, courses, and departments. Said institution shall maintain a standard literary, scientific, and classical college department of fine and liberal arts, and may also give post-graduate and special courses, and may maintain such other departments as its Board of Trustees may deem proper.

Section 5:

No part of the net earnings of the Corporation shall inure to the benefit of any trustee or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no trustee or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall include the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they may now exist or as they may hereafter be amended, or by any organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

All property purchased, donated, bequeathed or otherwise acquired by said institution shall be deemed to be held in the name of and for the use of the Board of Trustees of Trinity University with full power to sell, control, and manage the same for the benefit of said institution. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively for the tax-exempt purposes of the Corporation, either by direct distribution or by distribution to the Synod of the Sun of the Presbyterian Church (U.S.A.) for educational purposes within the State of Texas. If the Synod of the Sun of the Presbyterian Church (U.S.A.), or its successors, shall not be in existence at the time of the dissolution of the Corporation or the winding up of the Corporation’s affairs, then the assets of the Corporation shall be distributed exclusively to charitable or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code.

Section 6:

The Board of Trustees shall elect a chairman, secretary, treasurer, and such other officers as are stipulated in the Bylaws of the Board of Trustees. The chairman shall be a member of the Board, but the secretary and treasurer may or may not be, at the option of the Board. These several officers shall hold their offices for such times, and shall respectively perform such duties, and be subject to such orders, rules, restrictions, and obligations as may be prescribed by the Board.

Section 7:

The Board of Trustees shall meet on its own adjournment, but special meetings may be called by the Chairman or Vice Chairman, upon order of the Executive Committee, or by any ten members of the Board, of which each member shall have at least three days’ notice. The meetings of the Board shall be held at the institution, or at such other place as the Board, or the Chairman, may designate; and a majority of the Board shall constitute a quorum for the transaction of all business except as herein otherwise provided.

Section 8:

The Board of Trustees shall have power to remove or expel any of its members for grossly immoral or disreputable conduct, or for continued and willful neglect of the duties incident to membership; to do this, however, it shall require a two-thirds vote of the entire Board and the reasons for so doing shall be entered in full upon the minutes of the Board. A member of the Board whom the Board seeks to remove from membership shall be given a full and impartial hearing at a regular meeting of the Board or at a meeting called for the specific purpose of hearing the charge(s). At least thirty days prior to such meeting, the member shall be furnished with a complete written description of the reason(s) his/her removal is sought, and such member may be represented at the hearing by counsel.

Section 9:

All donations heretofore made to said institution or to the Board of Trustees acting in behalf thereof, and all sales, contracts, and obligations heretofore made and entered into by or with said Board shall be held to be as valid and of the same binding force as if said institution had at that time been incorporated and said Board of Trustees had then been by law a body corporate and politic.

Section 10:

All vacancies which may occur in the Board of Trustees by death, resignation, or expiration of term shall be filled by said Board.

Trustees shall be elected for terms of three years, and shall be subject to re-election. Terms shall be arranged so that the terms of one-third of the Board expire at the end of each fiscal year, or as soon thereafter as their successors are elected and qualified.

(This section, when amended May 1, 1998, contained a listing of the names of the members of the Board of Trustees for the Classes of 1999, 2000, and 2001. This list of names of trustees is omitted from this publication of the charter.)

Section 11:

The Board of Trustees may elect Advisory Trustees, not to exceed twelve, who shall have the privilege of the floor at regular meetings of the Board but without vote. They shall be elected for terms of three years and divided into classes so that the terms of approximately one-third expire at the end of the fiscal year.

Section 12:

The Board of Trustees, acting in conjunction with the faculty, shall have the power to confer such degrees upon graduating students and upon other deserving persons as are usually conferred by institutions of learning of university level and to give diplomas or certificates in such forms as they may deem proper.

Section 13:

The property owned and held by said institution, being set apart exclusively for educational purposes, is hereby declared to be exempt from both state and county taxation.

Section 14:

The period of the corporation’s duration is perpetual.

Section 15:

The Corporation is a nonprofit corporation and shall have no members.

Section 16:

The Corporation shall have the power to indemnify its trustees, officers, employees and agents and to purchase and maintain liability insurance for those persons to the fullest extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act now in effect or hereafter amended.

To the fullest extent not prohibited by law, a trustee of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the trustee’s capacity as a trustee, except for liability of a trustee for (a) a breach of the trustee’s duty of loyalty to the Corporation, (b) an act or omission not in good faith that constitutes a breach of duty of the trustee to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the trustee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the trustee’s office, or (d) an act or omission for which the liability of a trustee is expressly provided by an applicable statute.

If the Texas Non-Profit Corporation Act (the TNPCA) or the Texas Miscellaneous Corporation Laws Act (the TMCLA) hereafter is amended to authorize further limitation of the liability of trustees, then the liability of a trustee of the Corporation, in addition to the limitation on the personal liability provided herein, shall be limited to the fullest extent permitted by the TNPCA, as amended, and the TMCLA, as amended. No amendment to or repeal of this Section 16 shall apply to or have any effect upon the liability or alleged liability of any trustee of the Corporation for or with respect to any act or omission of such trustee occurring prior to such amendment or repeal.

Section 17:

The street address of the registered office of the Corporation is One Trinity Place, San Antonio, TX 78212-7200, and the registered agent of the Corporation is the Vice President for Finance and Administration.


III.    BYLAWS OF THE BOARD OF TRUSTEES OF TRINITY UNIVERSITY
(Adopted May 9, 1945; Revised May 7, 1969; Revised October 5, 1990; Revised May 2, 1997; Revised February 13, 1998; Revised May 5, 2001; Revised September 20, 2002; Revised and adopted September 17, 2004; Revised May 11, 2007; Revised May 16, 2008; Revised January 23, 2009.)

ARTICLE I: TRUSTEES

Section 1: Number

The Board of Trustees (herein called the BOARD) of Trinity University (herein called the UNIVERSITY) shall consist of thirty-six members to be elected in classes of twelve each year for terms of three years, and each trustee may be re-elected.

Section 2: Vacancies

All vacancies which may occur in the membership of the Board shall be filled by the Board.

Section 3: Nominations

Members of the Board shall be nominated by the Committee on Trusteeship. Such committee shall have as a member one representative of the Synod of the Sun of the Presbyterian Church (U.S.A.) or its successor, duly elected by the Synod.

Section 4: Trustees Emeriti

The Board may elect any number of Trustees Emeriti who shall have the privilege of the floor at regular meetings of the Board but without vote. A Trustee Emeritus shall be a person who has demonstrated unusual competence in educational leadership and who has served faithfully as a member of the Board.

Section 5: Advisory Trustee

The President of the Trinity University Alumni Association and the Executive of the Synod of the Sun or his/her designee shall serve on the Board as Advisory Trustees, ex officio, during their terms of office. Advisory Trustees shall have the privilege of the floor at regular meetings of the Board but without vote.

Section 6: Conflict of Interest

All trustees, officers, and persons employed by the University, if any, who have dealings with outside parties relating to the acquisition of supplies, services or other financial matters must comply with the University's policy on conflicts of interest. Each trustee, officer and employee of the University, as required by the Board, shall annually acknowledge compliance with the policy and report exceptions thereto to the Board.

ARTICLE II: OFFICERS OF THE BOARD OF TRUSTEES

Section 1: Enumerated

The officers of the Board shall be a Chairman, a Vice Chairman, a Treasurer, a Secretary, an Assistant Treasurer, and an Assistant Secretary.

Section 2: Term

All of such officers shall be elected at the May meeting of the Board for a term of two years commencing June 1, and each shall serve until his/her successor is duly elected and qualified.

Section 3: Officers as Trustees

The Chairman, Vice Chairman, Secretary, and Treasurer shall be members of the Board; however, the Assistant Secretary and the Assistant Treasurer need not be members of the Board, and only these two officers may be the same person. No officer or employee of the University may be a member of the Board.

Section 4: Honorary Chairman and Vice Chairman

Where a member of the Board has served at least one full term as Chairman, the Board may, at its discretion, elect him/her to the position of Honorary Chairman. Where a member of the Board has served at least one full term as Vice Chairman, the Board may, at its discretion, elect him/her to the position of Honorary Vice Chairman.

Section 5: Chairman

It shall be the duty of the Chairman to preside over all meetings of the Board, to serve as Chairman of the Executive Committee, to call special meetings of the Board, and to perform such other duties as may be required of him/her by the Board. The Chairman shall appoint all committees of the Board including their respective Chairs (and their respective subcommittees) at the beginning of each fiscal year, except as otherwise herein provided.

Section 6: Vice Chairman

The Vice Chairman shall be a member of, and Vice Chairman of, the Executive Committee and shall preside over the meetings of the Board and of the Executive Committee in the absence of the Chairman.

Section 7: Secretary

The Secretary, or in his/her absence or inability to act, on the appointment of the Chair, any other member of the Executive Committee, shall be the Secretary of the Executive Committee, and shall, through the Assistant Secretary, keep all the records of the Board and of the Executive Committee, and shall have charge of the Seal of the University. He/she shall be responsible, through the Assistant Secretary, for maintaining a complete record of the official actions of the Board and its several committees.

Section 8: Treasurer

The Treasurer shall, through the Assistant Treasurer, make a complete report to the Board at least annually, including a statement of properties and securities owned and held by or for the University or others, and perform such other duties as the Board designates.

ARTICLE III: OFFICERS OF THE UNIVERSITY

Section 1: President

The President shall be the chief executive officer of the University. In his/her absence, his/her duties shall be discharged, successively, by the Vice Presidents in an order recommended by the President and approved by the Board.

Section 2: Vice Presidents

The President shall have the responsibility, authority and discretion, such responsibility, authority and discretion having been delegated to the President by the Board of Trustees, to appoint one or more Vice Presidents and  other officers of the University with such compensation (subject to review by the Compensation Committee), and with such titles, duties and responsibilities as may be determined by the President from time to time. Without limiting the generality of the foregoing, the President may appoint a Vice President for Faculty and Student Affairs, a Vice President for Finance and Administration, a Vice President for Information Resources and a Vice President for External Affairs. Any Vice President or other officer of the University appointed by the President may be removed by the President, for or without cause, at any time whenever in the judgment of the President the best interests of the University would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Vice President so removed.

ARTICLE IV: BOARD MEETINGS

Section 1: Regular

Three regular meetings of the Board shall be held each fiscal year; one in May; one in September; and one in February; or at such other times as the Board may determine.

Section 2: Special

Special meetings of the Board may be held as deemed necessary on call of the Chairman or the Vice Chairman, or upon order of the Executive Committee.

Section 3: Notice, Time, and Place

Notice of the time and place of all meetings of the Board shall be given not less than three (3) days before the meeting, and such notice shall be given in accordance with the provisions of Article VII, Section 1. A trustee may waive notice of a meeting. Except as otherwise expressly provided herein or in the corporate charter or by statue, notice of any meeting of the Board need not state the business to be transacted. 

Section 4: Quorum

A majority of the members of the Board shall constitute a quorum for any meeting.

Section 5: Action Without a Meeting

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent, setting forth the action so taken, is signed by the number of members of the Board necessary to take that action at a meeting at which all of the members of the Board are present and voting, and such consent shall have the same force and effect as a unanimous vote at a meeting. Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed by the number of members of such committee necessary to take that action at a meeting at which all of the members of the committee are present and voting, and such consent shall have the same force and effect as a unanimous vote at a meeting. Prompt notice of the taking of any such action by less than unanimous consent shall be given to each member of the Board or committee who did not consent in writing to the action. Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a member of the Board or committee may be substituted or used for any purpose for which the original could be used for purposes of this Article IV, Section 5. An electronic transmission of a consent by a member of the Board or committee to the taking of such action shall be regarded as a signed writing if the transmission contains or is accompanied by information from which it can be determined the such transmission by such member and the date on which such member transmitted such transmission.

Section 6: Participation by Conference Telephone

Members of the Board or members of any committee may participate in and hold a meeting of the Board or such committee by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination thereof, if the telephone or other equipment or systems permits all persons participating in the meeting to communicate with all other persons participating in the meeting, and participation in such a meeting shall constitute presence in person at such meeting. If voting is to take place at the meeting, the University shall implement reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communications is sufficiently identified, and maintained a record of any vote or other action taken at the meeting. 

ARTICLE V: STANDING COMMITTEES

Section 1: Standing Committees

The standing committees of the Board shall be appointed for each fiscal year and shall consist of an Executive Committee, a Committee on Trusteeship, and such other standing committees as may be established by the Board from time to time. With the exception of the Executive Committee, the membership of which is specified in these bylaws, and the Committee on Trusteeship, which shall include one person elected by the Synod of the Sun who may not be a trustee, the membership of each standing committee shall be made up of trustees designated by the Chairman of the Board. Each of the Board's committees (and their respective subcommittees) shall meet upon the call of its respective chairman, who is appointed by the Chairman of the Board, and a majority of its members shall constitute a quorum for each. Except for the Executive Committee, the duties of which are specified in these by laws, the duties, responsibilities and functions of the standing committees are set forth in the Book of Committee Charters heretofore adopted and approved by the Board, as the same may be amended by the Board from time to time. 

Section 2: Ex Officio Members and Staff

The Chairman and Vice Chairman shall be ex officio members of each of the Board’s standing committees and the President shall be a nonvoting ex officio member of each standing committee. The President shall designate an appropriate member of the University’s administrative staff to provide staff assistance to the committees and their respective subcommittees, if any.

Section 3: Discharge or Reorganization

The Board may discharge or reorganize any standing committee(s) or subcommittee(s) or create other committees and subcommittees at any regular meeting of the Board, or at any duly called meeting of the Board upon an affirmative vote of a majority of the members of the Board present and voting at such a regular or called meeting.

Section 4: Activities

The Chairman shall determine which committee(s) or subcommittee(s) shall consider any matter, and he/she shall determine the sequence of consideration of the same matter by more than one of such committees or subcommittees.

ARTICLE VI: EXECUTIVE COMMITTEE

Section 1: Membership

The Executive Committee shall be composed of the Chairman, the Vice Chairman, the Secretary, the Treasurer, and such other members of the Board as the Chairman may designate.

Section 2: Duties

It shall be the duty of the Executive Committee to act on behalf of the Board, in accordance with the provisions of Article VI, Section 4, while the Board is not in session and to coordinate the efforts of all the standing committees. The Executive Committee shall receive from the Committee on Trusteeship the recommended slate of officers of the Board. Every second year at the Board’s annual May meeting, the Executive Committee and the Committee on Trusteeship shall jointly nominate a slate of officers of the board for election by the Board to serve for two-year terms. A majority of its members shall constitute a quorum for each meeting.

Section 3: Meetings

The Executive Committee shall meet upon the call of the Chairman, or the Vice Chairman, or upon the request of the President, or any two members of the Committee. Either the Chairman or the Vice Chairman must be in attendance, and a majority of its members being present shall constitute a quorum. All of the Committee’s actions shall be reported to the Board at its next regular meeting.

Section 4: Authority

The Executive Committee shall have the authority to take any action which the Board is authorized to take EXCEPT: the election of trustees; the election of Board or University officers; the approval of the University budget; the amendment of the Charter of the University or these Bylaws; or the establishment or amendment of any Board or University policy.

ARTICLE VII: NOTICES

Section 1: Notices

Whenever under applicable law or governing documents of the University, notice is required to be given to any trustee, whether as a member of the Board or of a committee of the Board, such notice shall be given either in writing and sent by hand delivery, through the United States mail, by a nationally recognized overnight delivery service for next day delivery, by means of electronic transmission if consented to by the trustee (and if specified by the trustee, only by the form of electronic transmission specified by the trustee), or by oral notice given personally or by telephone. A notice to a trustee shall be deemed given as follows: (i) if given by hand delivery, when actually received by the trustee, (ii) if sent through United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the trustee at the trustee's address appearing on the records of the University, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the trustee at the trustee's address appearing on the records of the University, (iv) if sent by facsimile transmission, when transmitted to a facsimile number provided by the trustee for the purpose of receiving notice, (v) if sent by electronic mail, when transmitted to an electronic mail address provided by the trustee for purpose of receiving notice, or (vi) when communicated to the trustee by any other form of electronic transmission consented to by the trustee. A trustee may revoke the trustee's consent to notices being given by means of electronic transmission by delivering written notice of such revocation to the University. A trustee's consent to notices being given to the trustee by means of electronic transmission will be deemed revoked if the University is unable to deliver by electronic transmission two (2) consecutive notices and the Secretary of the Board or other person responsible for delivering the notice on behalf of the University knows that the delivery of these two (2) electronic transmissions was unsuccessful. The inadvertent failure to treat the unsuccessful transmissions as a revocation of the trustee's consent does not invalidate a meeting or other action. An affidavit of the Secretary of the Board or such other agent of the University that notice has been given by electronic transmission is, in the absence of fraud, prima facie evidence that notice was given. 

Section 2: Waiver of Notice

Whenever any notice is required to be given under applicable law or the governing documents of the University, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, regardless of whether the waiver is signed before or after the time of the meeting, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the University shall begin on June 1 and end on May 31 of the following calendar year.

ARTICLE IX: ACADEMIC DEGREES

Upon certification to the Board by the President that candidates have completed all of the requirements established by the faculty in the respective courses, and upon the further certification by the faculty that the candidates have respectively met all other applicable scholastic, moral, and financial requirements established by the faculty and approved by the Board, the Board will thereupon authorize the conferment of Academic Degrees respectively upon the said candidates.

ARTICLE X: CHURCH RELATIONSHIP   

Section 1: Covenant

The University has a relationship with the Presbyterian Church (U.S.A.) through the Synod of the Sun based upon a covenant understanding and affiliation. These bylaws evidence the Board's official recognition of such relationship and the relevance of such covenant.

Section 2: Founding of University  

The Board authorizes the giving of due recognition in its publications and literature to the fact that the University was founded in 1869 by the Cumberland Presbyterian Church. 

ARTICLE XI: INDEMNIFICATION

Section 1: Indemnification of Trustee and Officers

The University shall indemnify and hold harmless, to the fullest extent permitted y applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or processing, whether civil, criminal, administrative or investigative (a "Proceeding) by reason of the fact that such person is or was a trustee or officer of the University who is or serving as a trustee, director, officer, employee, or agent of another organization, corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The University shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board.

Section 2: Indemnification of Others

The University shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that such person is or was an employee or agent of the University or is or was serving at the request of the University as a trustee, director, officer, employee or agent of another organization, corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Porceeding.

Section 3: Prepayment of Expenses

The University shall pay the expenses incurred by any trustee or officer of the University, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of such Proceeding's final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article XI or otherwise.

Section 4: Non- Exclusivity of Rights

The rights conferred on any person by this Article XI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statue, the governing documents of the University, agreement, vote of the disinterested trustees or otherwise.

Section 5: Insurance

The University may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the University, or is or was serving at the request of the University as a trustee, director, officer, employee, or agent of another organization, corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the University would have the power to indemnify such person against such liability under applicable law.

Section 6: Amendment or Repeal

Any repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE XII: AMENDMENTS

These Bylaws may be changed or amended upon notice of the proposed change or amendment two weeks before a regular meeting of the Board followed by an affirmative vote of a majority of the members at the meeting.

Adopted

May 9, 1945

Revised

May 6, 1953

Amended

May 9, 1957

Amended

October 7, 1959

Amended

May 11, 1960

Revised

May 7, 1969

Amended

May 24, 1971

Revised

May 13, 1972

Amended

October 20, 1973

Amended

February 6, 1976

Amended

May 9, 1980

Amended

October 10, 1980

Amended

February 11, 1983

Amended

October 5, 1990

Amended

May 2, 1997

Revised 

February 13, 1998

Revised
Amended 
June 6, 2001
June 6, 2005
Amended May 16, 2008
Amended January 23, 2009
Amended May 13, 2011

IV.    THE UNIVERSITY COVENANT
(This amended Covenant was unanimously approved and adopted by the Board of Trustees on May 5, 2001. It was presented to and adopted by the Synod of the Sun on November 11, 2000. It is now in effect as the official statement of Church-University relationship.)

THE COVENANT RELATIONSHIP BETWEEN THE SYNOD OF THE SUN, THE PRESBYTERIAN CHURCH (U.S.A.), AND TRINITY UNIVERSITY

Preamble

The Church affirms that the creating and redeeming God sustains all of life. That same God as revealed in Jesus the Christ calls humanity to love God and neighbor with heart, soul, strength, and mind. Taking seriously the life of the mind, the Reformed tradition continuously seeks to express this aspect of God’s call in encouragement of and support for education. From the beginning of its presence on the North American continent, the Presbyterian branch of the Reformed tradition has committed itself to establishing church-related colleges and universities. Changing circumstances may call for new forms of relationship between the Church and its related colleges and universities, but the commitment itself remains consistent.

Historical Context

The Cumberland Presbyterian Church established Trinity University in 1869 in Tehuacana, Texas, to serve and witness in the field of higher education. The Church called its educational enterprise Trinity because of the joint work of the three founding Synods, in the name of the Holy Trinity. Trustees were elected to operate the university. These Trustees were granted the direct control and management of the institution in accordance with the legislative act of August 13, 1870, adopting the original charter. The university was moved to Waxahachie, Texas, in 1902, and in 1906, with the union of the Cumberland Presbyterian Church and the Presbyterian Church in the U.S.A., the university became related to that united church. In 1942 Trinity was moved to San Antonio. The legal relationship between the Church and the University continued, through the Synod’s authority to elect the Trustees, until the Board of Trustees became a self-perpetuating body in 1969 and entered a covenant relationship with the Synod of the Sun of the United Presbyterian Church in the U.S.A. In 1983, with the reunion of the United Presbyterian Church in the U.S.A. and the Presbyterian Church U.S., the University retained its vital covenantal relationship with the reunited Church called the Presbyterian Church (U.S.A.). The Synod and Trinity University are intimately bound to one another in common heritage and in contemporary witness. Each institution should express in structure its own integrity and its own distinctive mission. As each understands its own unique role, the mission of the other will be enriched and strengthened. The mission of each to the other will be hindered if the distinctive role of either is blurred or absorbed in that of the other. Trinity University and the Synod of the Sun of the United Presbyterian Church in the U.S.A. with the dissolving of legal ties, in 1969, declared themselves bound in a covenant of trust and mutual obligation, to which were added in 1983 and 1989 supplemental Statements of Understanding, further interpreting the Covenant Affirmation. The following is a revision of that Covenant and Statements of Understanding approved by the Trinity University Board of Trustees on May 5, 2001, and by the Synod of the Sun on November 11, 2000.

The Covenant Affirmation

I.    The Trustees of Trinity University, affirming their covenant relationship with God, enter into a covenant with their predecessors in office, with the Synod of the Sun of the Presbyterian Church (U.S.A.), and with each other to pursue the purpose for which Trinity University was founded and the mission for which it endures. This Covenant commits the Board of Trustees to the following:

A.    That Trinity University shall recognize its birth and origin in the concern of the Presbyterian Church for the intellectual and spiritual growth of men and women.

B.    That Trinity University shall continue to express this concern of the Church in higher education by offering quality education committed to the wholeness of life interpreted and illumined by the Christian faith; that love of God and Gods creation and love for one another find opportunities for expression in campus, classroom, and chapel; and that the University, by exercising its responsibility to be free to pursue truth under God, shall continue to be a resource to the Church for creative leadership and for the interpretation of new discoveries for the enrichment of life under God.

C.    That Trinity University shall continue to be an institution in the tradition of the liberal arts and sciences with a balance between the humanities, fine arts, social sciences, and natural sciences, with the addition of limited and carefully selected professional degree programs, and with such other academic offerings as may seem to the Board of Trustees wise and proper in accordance with a continued goal for academic excellence.

D.    That Trinity University shall continue to recognize its opportunity to provide leadership for the various aspects of the Church’s life, to make available its facilities for meetings of the Synod, Presbyterian Women, youth events, and other church activities, to bear witness to its heritage and to seek the blessing of the Church for its work and worship.

E.    That Trinity University shall administer faithfully funds given in trust for purposes related to the training of leadership for the Church and other specified or related purposes.

F.    That Trinity University shall be nondiscriminatory and affirmative in all its policies, admitting qualified students and employing faculty and staff without restrictions as to race, ethnic origin, faith, creed, gender, sexual orientation, age or disability.

G.    That Trinity University shall be maintained and perpetuated to merit regional and national recognition for quality and leadership as it represents free and responsible education, an essential resource in a free society as well as a particular commitment of the Presbyterian Church (U.S.A.).

H.    That Trinity University, through its Board of Trustees, shall nominate and elect its own trustees and shall continue its century-old commitment to avoid discrimination on the basis of race, ethnic origin, faith, creed, gender, sexual orientation, age or disability.

I.    That Trinity University shall seek to instill in its students the ideals of rigorous pursuit of truth, freedom of thought and investigation, and respect for differing opinions, including differences in religious beliefs and practices.

J.    That Trinity University shall provide to the Synod informational materials for the Synods use in supporting Trinity University throughout the region.

II.    The Synod of the Sun of the Presbyterian Church (U.S.A.), recognizing its covenant relationship with God, enters into a covenant with its predecessors and with the Trustees of Trinity University to pursue the purposes for which Trinity University was founded and for which it continues. This covenant commits the Synod to the following:

A.    That the Synod and the appropriate General Assembly agencies shall continue their interest in and support of Trinity University, and that Trinity University shall continue to be listed as a college related to the Presbyterian Church (U.S.A.).

B.    That the Synod shall provide annually to the Board of Trustees a report on the current work and ministry of the Synod of the Sun.

C.    That the Synod shall provide appropriate resource persons to confer and to consult with representatives of Trinity University as may be desired, and shall participate in the Committee on the Nomination of Trustees as specified in the Bylaws of the Board of Trustees of Trinity University.

D.    That the Synod shall provide financial support to Trinity University and shall encourage financial support from individuals, churches, and presbyteries.

E.    That the Synod shall continue to present to Presbyterian youth the educational opportunities available at Trinity University, and that particular encouragement be extended to persons interested in church-related professions.

F.    That the Synod and its appropriate agencies and committees shall continually rethink their role in higher education and communicate their concepts and vision and challenges to the University, and that the Synod shall continue to support the University, its faculty, students and administration with its prayers.

Statements of Understanding

I.    Trinity University’s understanding of its commitment to the Covenant is expressed through the following intentions:

A.    Persons elected to Trinity University’s Board of Trustees shall support the Universitys covenantal relationship with the Synod as represented by this Covenant.

B.    Trinity University’s Board of Trustees shall have as one of its standing committees a Committee on Church Relations and Religious Life. The Committee shall have a continuing concern for the University’s fulfillment of its covenantal relationship with the church, and shall be appointed and charged as all other standing committees.

C.    Trinity University shall make an annual report to the Synod of the Sun furnishing the Synod with materials relating to its mission and progress.

D.    There shall be a report, review, and, if necessary, revision of the Statements of Understanding portion of the Covenant Relationship every four years. The Synod Executive and the Chairman of the Board of Trustees shall see that such a review is accomplished, that a report over the past four years and a projection and agreement for the next four years is presented to the Synod and the Board of Trustees of Trinity University, and that adequate time be allocated for such a presentation before the Synod and Board of Trustees.

E.    University Programs and Services for the Church:

1.    Interpretation. The University shall provide to the Synod an interpretation of its role and mission as a university in covenant relationship with the Church through printed materials and personal contact. The University will inform the Synod of its perspective as an institution in covenant relationship with the Church on contemporary issues in higher education. A person within the University designated by the President who is responsible for Church Relations and Religious Life shall be the primary agent responsible for this interpretative service.

2.    Student Admission and Financial Aid. The University shall admit students through its regular admissions policies, seeking heterogeneity, geographic and denominational diversity, admitting qualified students without discrimination or preference with regard to race, ethnic origin, faith, creed, gender, sexual orientation, age or disability. The University shall charge students a proper proportion of the cost of their education. The University assumes the responsibility for promotion of the financial aid of the University through the churches, presbyteries, and individuals. The student aid program of scholarships, grants, employment and loans shall be justly administered, and the University shall make a concerted effort to encourage students from within the membership of the Presbyterian Church (U.S.A.), and any related churches which permit and facilitate such efforts, to consider Trinity University in making their college decisions. The University shall also make certain that potential students with very limited financial resources who meet the academic requirements are challenged to consider Trinity University as a viable option for their education.

3.    Chaplaincy/University Ministry. The University has an endowed chaplaincy and shall maintain for the university community a full-time chaplain to provide a ministry of worship, counseling, religious education and the encouragement of service activities. A regular program of Sunday worship shall be maintained for those students who prefer to remain on campus for worship in the setting of the university community. The University also encourages students to support local congregations and religious groups by active participation in their worship and congregational life.

4.    Formal and Ceremonial Presence. In its formal and ceremonial observances such as commencements and convocations, the historic and covenantal relationship of the University and the Synod shall be symbolically visible in the ritual of the occasion.

5.    Personnel. Nothing in this statement or generally in the relationship of University and the Synod shall be interpreted so as to infringe upon the integrity and freedom of the faculty and administration in the pursuit of truth, nor shall the autonomy of the University’s internal policies and procedures be compromised by any religious requirement or restriction. However, persons employed in faculty or administrative positions shall be made aware of the institution’s covenantal relationship with the Synod of the Sun represented by this covenant and shall be asked if they will respect such covenant and be comfortable with the covenant regardless of their possible differing personal judgments and convictions. The Board of Trustees, when seeking a President, shall recognize the unique function of the President to represent and articulate publicly the institution’s commitments, and thereby may properly include a personal Christian commitment with a high regard for the Reformed tradition as a principle of preference among its criteria for candidates. In the filling of appropriate administrative positions, such as the Office of the Chaplain, the President will consider active involvement in the Christian community in addition to those superior professional qualifications that naturally would be expected.

6.    Religious Studies. Fully recognizing the authority of the faculty over the specific content of the University curriculum, the University is committed to supporting a strong program of academic study of religion, including biblical, historical, religious, and ethical studies. The University believes such study is an important component of a liberal education and a distinctive resource contributed by the church-related institution but by few other institutions of higher education within our geographical region.

7.    Pre-Seminary Preparation. The covenant commits the University to be a resource for the education of creative leadership in the church. Subject again to the curricular authority of the faculty, the University, in addition to offering the common range of liberal studies, commits itself to budgetary support of studies in Greek for the benefit of students planning to attend seminary, when there is demand and enrollment for such studies.

8.    University Touring Groups. The University shall make available the University Choir and any other touring groups on the understanding that such tours shall generally be self-sustaining through appropriate financial arrangements between the University and local groups.

9.    Resources. The University shall consider itself to be a resource for the Synod and other church governing bodies and agencies. University personnel shall be encouraged to participate as their time permits when invited to leadership roles, and University facilities shall be made available insofar as possible for conferences, institutes, workshops, seminary, and other programs including Synod youth events and workshops, and Synod and Presbytery meetings. The provisions of these resources shall respect the primary educational responsibility of the University and shall be on a self-sustaining basis.

10.    Lecture Series. The University shall provide its Willson Lectureship and its Fund for Christian Renewal for the enrichment of the spiritual life of the campus. For these series, clergy and laypersons in the Synod shall be encouraged to attend. For these as well as other appropriate lectures which may be sponsored through the University Lectures Committee and the academic departments, clergy and laity of various denominations in the community shall also be encouraged to attend.

11.    Relationship With Other Faith Traditions. Throughout its history, Trinity University’s student body has been diverse and has included a substantial number of dedicated laypersons of other faith traditions. The University shall seek to maintain and further cultivate its relations with individuals, and where appropriate, with congregations and governance structures of other expressions of faith and also with other denominations closely linked by historical and ecumenical relationships to the Presbyterian Church (U.S.A.).

l2.    Conferences and Special Programs. Through its diverse program of conferences and special programs, the University shall offer educational resources for persons in the community. Where workshops or institutes of particular interest to clergy or laypersons are offered, a wider regional participation shall be invited. Through its Office of Conferences and Special Programs, the University commits itself to sponsoring conferences and special programs which would bring enrichment to the church and its leadership.

II.    The Synod of the Sun of the Presbyterian Church (U.S.A.) understands its commitment to the Covenant through the following intentions:

A.    The Synod of the Sun, through its appropriate representatives, shall suggest the names of persons who could ably serve on the Board of Trustees who would be supportive of the covenant relationship.

B.    The Synod of the Sun shall continue to find ways to support the University as it articulates its vision, mission, interests and concerns.

C.    The Synod shall provide regular reporting about Trinity University through The Presbyterian Sun newspaper to presbyteries, congregations, and members within the Synod.

D.    The Synod shall provide to the University an annual interpretation of its role and mission as a governing body of the Church in covenant relationship with the University through printed materials and personal contact. A person on the staff of the Synod shall be the primary agent responsible for this interpretative service.

E.    The Synod of the Sun shall endeavor to make available to Trinity University the names of Presbyterian high school students within the Synod. The clergy of the Synod shall be urged to be advocates for church-related colleges and universities to high school students and their parents, and will especially make known the resources of the University for those interested in religious studies and pre-seminary education.

F.    The Synod of the Sun shall encourage its churches to host the University’s touring groups as a way of strengthening the Covenant on an ongoing basis. In addition, the Synod should seek to discover and utilize the gifts and expertise of the University’s faculty and administration for education, resource, and advocacy. The Synod shall also publicize through the media available to it the lectureships and continuing education opportunities available at Trinity.

G.    The Synod shall serve as a resource to the University for the recruitment of minority members to the University community (student body, faculty, staff, and the Board) and shall encourage the University in its nondiscriminatory commitments.

H.    The Synod shall work with the Presbyterian Church (U.S.A.) and Trinity University to support mutually beneficial efforts to utilize the Presbyterian scholarship program.

This covenant was reviewed in 2009 and shall be reviewed again in the year 2013 by a covenant review team of representatives from the University and the Synod.


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