(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)
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 Nomination of Trustees; in addition to its members as provided in Article Xll, such committee shall have as members 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.
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 three years commencing June 1, and each shall serve until his/her successor is duly elected and qualified. Officers shall not be eligible for re-election except in the case of the Assistant Treasurer and Assistant Secretary.
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 for 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
(a) The Vice President for Academic Affairs shall act as the University's chief academic officer and shall carry out such duties as assigned by the President. He/she shall be nominated by the President and elected by the Board.
(b) The Vice President for Fiscal Affairs shall be the University's chief financial officer and shall carry out such duties as assigned by the President including, but not limited to, being custodian of all the University's funds, books of account, and financial records; receiving, disbursing, and investing its permanent funds as authorized; and receiving and disbursing funds allocated for the operation of the University in accordance with the approved annual budget as directed by the President or upon the advice and order of the Committee on Finance and Property. He/she shall submit the financial statements of the University to the President and to the Committee on Finance and Property at their direction and to the Board at its regular meetings; he/she shall receive funds intended for the purchase of property and equipment, the erection of buildings, the improvement of grounds, and other capital purposes, including the establishment of endowments for the University; he/she shall keep such funds separate from operating funds, and he/she shall disburse them only as authorized or directed by the President and as approved by the Board, its Executive Committee, or its Committee on Finance and Property; and he/she shall serve as an ex-officio member of the Committee on Investments. He/she shall be nominated by the President and elected by the Board.
(c) The Vice President for Information Resources and Administrative Affairs shall be responsible for technology, information management, and other such duties as assigned by the President. He/she shall be nominated by the President and elected by the Board.
(d) The Vice President for Advancement shall have responsibility for directing the ongoing development, and alumni programs of the University and shall carry out such other duties as may be designated by the President. He/she shall be nominated by the President and elected by the Board.
(e) The Vice President for Student Affairs, the chief administrative officer in the Office of Student Affairs, shall carry out such duties as assigned by the President. He/she shall be nominated by the President and elected by the Board.
ARTICLE IV: BOARD MEETINGS
Section 1: Regular
Three regular meetings of the Board shall be held each fiscal year; one on or near the day of the Spring Commencement exercises; one in September; and one in January, 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, either personally, by telegram, by electronic mail, by facsimile, or by mailing such notice to each trustee at his/her address as the same appears on the records of the University. A trustee may waive notice of a meeting. Except as otherwise expressly provided herein or in the corporate charter or by statute, 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 all the members of the Board, 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 all the members of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.
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 by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.
ARTICLE V: 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 Academic Affairs, a Committee on Finance and Property, a Committee on Advancement, a Committee on Church Relations and Religious Life, a Committee on Student Affairs, a Committee on Nomination of Trustees, a Committee on Investments, a Committee on Audit, and a Compensation Committee. With the exception of the Executive Committee, the membership of which is specified in these bylaws, and the Committee on Nomination of Trustees, 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.
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 the chairmen of the standing committees, 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 Nomination of Trustees the recommended slate of officers of the Board. Every third year at the Board's annual May meeting, the Executive Committee shall nominate officers of the board for election to serve for three-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: COMMITTEE ON ACADEMIC AFFAIRS
The Committee on Academic Affairs shall be responsible to the Board for reviewing and reporting upon all matters pertaining to the University's academic affairs including, but not limited to, its faculty, curricula, student admissions requirements, and degree requirements and awards.
ARTICLE VIII: COMMITTEE ON FINANCE AND PROPERTY
Section 1: Budget
Prior to the spring meeting of the Board, the Committee on Finance and Property shall secure through the President and Vice President for Fiscal Affairs a preliminary estimate of the required budget for the operation of the University for each fiscal year. If necessary, a revision of the same in the light of audit and enrollment facts shall be presented to the Board prior to its September meeting. The Committee on Finance and Property shall be responsible, through the President, for keeping the University's operating budget for each fiscal year within the reasonably anticipated income for that period, based upon the most reliable information furnished by the President and the Vice President for Fiscal Affairs and the consistent application of sound accounting principles.
Section 2: Reports
At all regular meetings of the Board, the Committee on Finance and Property shall report all actions of the Committee and submit as needed recommendations for the fiscal policy of the University.
Section 3: Other Duties
The Committee on Finance and Property shall regularly review plans for physical development of the University, and, as directed by the Board, pursue, through the President, such plans to their completion. The Committee shall recommend the construction and remodeling of buildings and the landscaping and maintenance of grounds according to the Master Plan. Subject to the direction of the Board, such Committee shall have authority to approve the engagement of architects, engineers, and such other assistance as it may deem necessary in the discharge of its assigned duties. All changes of any real property of the University shall be under the continuing supervision of such Committee as directed by the Board.
ARTICLE IX: COMMITTEE ON AUDIT
Section 1: Organization
The Committee on Audit shall be composed of seven (7) trustees who are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a committee member. The Chairman will make appointees known to the Board, on an annual basis, so that the Board may be assured of the independence and qualifications of the trustees so appointed.
Section 2: Responsibilities
In carrying out its responsibilities, the Committee on Audit will maintain flexible policies and procedures, so that it can best react to changing conditions and to ensure the Board that the University's accounting and reporting practices are in accordance with GAAP and all other requirements and are of the highest quality.
In carrying out these responsibilities, the Committee on Audit will:
- Review and recommend to the Board the independent auditors to be selected to audit the University's annual financial statements.
- Meet annually with the independent auditors, the internal auditor, and those charged with the financial management of the University to review plans for internal and external audits.
- Prior to the issuance of the audited financial statement, the committee shall meet with the independent auditors and the internal auditor to review the audit results along with any comments or recommendations. The Committee on Audit will report the results of the audit to the Board with a recommendation regarding full Board approval.
- Meet in executive session with the independent auditor and separately with the internal auditor to discuss the auditor's assessment of the University's financial and accounting personnel, the cooperation that the independent auditors received during the audit, and the fidelity and accuracy of the financial reports of the University.
- Review with the independent auditors and the internal auditor the adequacy and effectiveness of the accounting and financial controls of the University.
- Annually review with management and the internal auditor the adequacy of the internal audit plan.
- Review the charter every year and recommend any changes to the Board.
- Ensure that the audit firm changes partners in charge of the audit at least every five years.
ARTICLE X: COMMITTEE ON ADVANCEMENT
The Committee on Advancement shall be responsible to the Board for reviewing and reporting upon all matters pertaining to alumni affairs, fundraising, and marketing.
ARTICLE XI: COMMITTEE ON INVESTMENTS
Section 1: Authority and Responsibility
The Committee on Investments shall develop and maintain a written policy for the management of the University's endowment funds. The Committee shall have the authority to hire and to terminate professional management for all or part of the University's endowment investments. The Committee on Investments will provide a detailed annual report to the Board concerning the performance of the endowment portfolio.
Section 2: Meetings
The Committee on Investments shall meet on a regularly scheduled quarterly basis, and on other occasions on the call of the Committee Chairman.
Section 3: Membership
In addition to the President of the University, the Vice President for Fiscal Affairs shall be an ex-officio non-voting member of the Committee on Investments.
ARTICLE XII: COMMITTEE ON NOMINATION OF TRUSTEES
The Committee on Nomination of Trustees shall consist of the immediate past Chairman of the Board, as its chairman, at least five other members of the Board appointed by the Chairman of the Board, and one person elected by the Synod of the Sun. It shall be responsible for investigating in conjunction with the President all suggestions for membership on the Board and nominating individuals for Board membership prior to the election of any trustees. It shall also be responsible for recommending a slate of officers of the Board to the Executive Committee for nomination to the full Board.
ARTICLE XIII: COMMITTEE ON STUDENT AFFAIRS
The Committee on Student Affairs shall be responsible to the Board for reviewing and reporting upon all matters pertaining to the University's registered students, including, but not limited to, student life activities, housing, and discipline.
ARTICLE XIV: COMMITTEE ON CHURCH RELATIONS AND RELIGIOUS LIFE
The Committee on Church Relations and Religious Life shall have a continuing concern for the University's fulfillment of its covenantal relationship with the Presbyterian Church (U.S.A.), and shall be appointed as all other standing committees. The committee shall be responsible for reviewing and, if necessary, recommending to the Board the revision of the Statement of Understanding portion of the Covenant Relationship every four years as specified in Item 4 of the "Statement of Understanding."
ARTICLE XV: COMPENSATION COMMITTEE
The Compensation Committee shall be responsible for reviewing annually the compensation of the President, for establishing such benchmarks or comparative market measures it determines to be useful, and for setting the President's compensation level.
The committee will report to the full Board in executive session whenever it adjusts Presidential compensation.
The Chairman of the Board shall meet annually with the President to discuss presidential performance and compensation. Such meeting shall occur following the annual review of presidential compensation by the committee.
This committee shall consist of the Chairman of the Board, the Vice Chairman of the Board, and the immediate past two Chairmen of the Board.
ARTICLE XVI: FISCAL YEAR
The fiscal year of the University shall begin on June 1 and end on May 31 of the following calendar year.
ARTICLE XVII: 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 XVIII: 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 XIX: AMENDMENTS
These bylaws may be changed or amended, without prior notice of the proposed change or amendment, at any regular meeting of the Board by the affirmative vote of a majority of the members of the Board.
Adopted |
May 9, 1945 |
Revised and adopted |
May 6, 1953 |
Amended |
May 9, 1957 |
Amended |
October 7, 1959 |
Amended |
May 11, 1960 |
Revised and adopted |
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 and adopted |
February 13, 1998 |
Revised and adopted |
May 5, 2001 |
Revised and adopted |
September 20, 2002 |
Revised and adopted |
September 17, 2004 |
| Amended |
May 30, 2007 |
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