Policy Content
AMENDED AND RESTATED BYLAWS OF TRINITY UNIVERSITY (Adopted May 16, 2025)
These Trustees Emeriti shall be eligible to attend Trustee Emeriti update meetings of the Board of Trustees, which they may do at the invitation of the Board Chair.
Trustee Emeriti are also encouraged to participate in other engagements and invitations extended by the Board Chair and President, including processions at Commencement ceremonies.
Two of the five Advisors shall be the President of the Trinity University Alumni Association and a Synod of the Sun executive. They shall serve on the Board of Trustees as Advisors during their respective terms of office and may be appointed to serve on Board committees. These two Advisors shall have a vote on the Board of Trustees and on any committee they serve, be counted as part of quorum determinations, and be counted in the total number of Advisors.
The Board of Trustees may also elect up to three additional Advisors, each of whom shall have the privilege of the floor at regular Board meetings and/or may be appointed to committees of the Board, but without a vote on the Board or any committee.
The Investments Committee can recommend up to three Advisors to serve as advisors on this committee as non-voting members and count in the total number of Advisors. They will not be counted as part of quorum determinations.
Any member of the Board or Officer of the University who may be uncertain whether a conflict of interest may exist shall request the Board Chair to clarify the matter. At the Chair’s discretion, the Chair may ask the Audit, Compliance, and Risk Committee to resolve the question by a majority vote. Trustees determined to have an actual, apparent, or potential conflict of interest with respect to a specific matter under consideration by a Board or committee cannot vote on such matter. The Trustee may state his or her position on the matter or answer questions from other Trustees but shall absent oneself from the meeting prior to any vote by the Board or committee. Meeting minutes shall reflect the disclosure, quorum, and voting abstention.
Every Trustee and Officer of the University must complete a disclosure form each year and confirm their adherence to the Board's Conflict of Interest policy, as mandated by the Board. The completed disclosure forms shall be provided annually to the Audit, Compliance, and Risk Management Committee for review and resolution, if necessary.
- Determine and periodically review the University’s mission, priorities, goals, and performance by participating in a planning process organized and conducted by the President and administration.
- Approve new educational programs to ensure they are consistent with the University’s mission and discontinue existing programs when necessary or desirable after appropriate consultation with the faculty and management.
- Elect the members and Officers of the Board.
- Appoint the President, who shall be the University's Chief Executive Officer and hold office at its pleasure, periodically review the President’s performance, and determine the President’s compensation and terms of employment.
- Periodically review University policies and handbooks to assess effectiveness and consistency with Board policy.
- Approve and authorize all earned and honorary degrees upon the faculty’s recommendation.
- Approve the University’s operating and capital budgets on an annual basis.
- Authorize changes in tuition.
- Authorize the incurring of debt and ensuring thereof by mortgage or pledge of real property.
- Authorize the purchase and sale of all land and buildings, excluding those land and buildings held as part of the Endowment Fund.
- Authorize construction of new buildings and major renovations of existing buildings.
- Establish spending policy guidelines to govern the University’s Endowment Fund and investments and participate in annual and comprehensive fundraising efforts as part of its responsibility to ensure adequate resources to advance the University’s mission.
- Authorize University Officers or other agents to accept gifts or bequests on the University’s behalf consistent with policies approved by the Board.
- Engage in periodic self-assessment of its own performance and these Bylaws.
- Amend the Certificate of Formation for the University, these Bylaws, the Book of Committee Charters, and Board policies.
President from time to time.
Any Vice President or other Officer of the University appointed by the President may be removed by the President, with 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 or other Officer so removed.
All participants must have access to technology that allows them to effectively communicate with one another and contribute to discussions, ensuring a collaborative and inclusive meeting environment. Participation through these means shall be considered equivalent to in-person attendance at the meeting.
If voting occurs during the meeting, the University shall implement reasonable measures to verify the identity of each participant who is deemed present and eligible to vote via remote communications. A secure process shall be in place to facilitate this verification, ensuring the integrity of the voting process. A comprehensive record of all votes and actions taken during the meeting shall also be maintained.
If approved by the Board, Advisors may be appointed to the Board’s committees, provided that Trustees shall at all times constitute at least a majority of the members of any such committee.
Each of the Board’s committees shall meet upon the call of its respective chair, whom the Chair of the Board appoints, and a majority of its voting members shall constitute a quorum for each. Except for the Executive and Mission Excellence Committee and Governance and Nominating Committee, the duties of which are specified in these Bylaws, the duties, powers, responsibilities, and functions of the standing committees are as delegated by the Board and as outlined 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.
Restated Certificate of Formation, the provisions of the Restated Certificate of Formation shall
prevail.
Revision Management
Revision History Log:
|
Revision #: |
Date: |
Recorded By: |
|---|---|---|
| v4.0 | 5/20/2025 3:08 PM | Pamela Mota |
| v3.0 | 5/26/2023 9:31 AM | Holly Warfel |
| v2.0 | 8/17/2021 2:24 PM | Claire Smith |
| v1.0 | 8/9/2019 2:26 PM | Rachel Rolf |
Vice President Approval:
|
Name: |
Title: |
|---|---|
| Kristina Campos-Davis | Chief of Staff and Assistant Secretary to the Board |