(Sometimes designated The Board of Trustees of Trinity University)

(with currently effective amendments as of last amendment date, October 20, 1969)

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 715 Stadium Drive, San Antonio, Texas 78212, and the name of the registered agent of the Corporation is Mr. Craig McCoy.