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Amended and Restated Bylaws of Trinity University

 
 
Document Number:
BOT-0002
Policy Owner:
Board of Trustees
Revision #:
v4.0
Status:
Approved

Policy Content

 AMENDED AND RESTATED BYLAWS OF TRINITY UNIVERSITY  (Adopted May 16, 2025)

The Board of Trustees (herein called the “Board”) of Trinity University (herein called the “University”) shall consist of no fewer than twenty members and no greater than forty members, with an ideal size of thirty to thirty-six members, to be elected in classes of Trustees with expiring terms, to renew for terms of four years during a regular meeting of the Board to be held annually in May for a term commencing on June 1. Each Trustee may be re-elected for up to four terms.

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

Members of the Board shall be nominated by the Governance and Nominating Committee and approved by a vote of the Board.

Upon recommendation of the Governance and Nominating Committee and approval by a vote by the Board, a Trustee who has demonstrated dedicated, effective, and unique service to the University through distinctive leadership for at least two terms may be designated Trustee Emeritus on retirement from the Board. 

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.

The Board may elect Advisors, not exceeding five in number, at any time. 

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.

In fulfilling their obligations to the University, members of the Board and Officers of the University shall exercise independent judgment and act in a manner that avoids engaging in or appearing to engage in a conflict of interest involving the University.  Members of the Board and Officers of the University are considered to have a conflict of interest when there are circumstances that could be expected to materially and adversely affect the individual’s judgment on a matter, including when the individual, a family member, or an associate is a party to the contract or transaction or is materially involved in the conduct that is the subject of the claim or challenge, has a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge, or is a managerial official or member or has a financial interest in an entity contracting or transacting business with the University.   The Board provides further guidance in its Conflict of Interest Policy.

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.

The Board shall have the power to remove or expel any of its members for cause, including but not limited to continued and willful neglect of the duties incident to membership on 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, such member shall be furnished with a written description of the reasons for such member’s removal set forth in reasonable detail, and such member may be represented at the hearing by counsel. A vote of at least two-thirds of the entire Board is required for removal of any member of the Board, and the reasons for removal shall be entered in full upon the minutes of the Board.

The Board has the power and authority to act on behalf of the University as prescribed by law.  The Board shall determine the guiding general, educational, and financial policies of the University and shall have the power to carry out any other functions permitted by the Charter and these Bylaws, except as limited by law.  Moreover, these Bylaws and Board policy statements shall take precedence over and shall govern all other University statements, documents, and policies.

Powers explicitly reserved for and requiring the vote of the full Board shall include, but not be limited to:
  1. 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.
  2. 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.
  3. Elect the members and Officers of the Board.
  4. 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.
  5. Periodically review University policies and handbooks to assess effectiveness and consistency with Board policy.
  6. Approve and authorize all earned and honorary degrees upon the faculty’s recommendation.
  7. Approve the University’s operating and capital budgets on an annual basis.
  8. Authorize changes in tuition.
  9. Authorize the incurring of debt and ensuring thereof by mortgage or pledge of real property.
  10. Authorize the purchase and sale of all land and buildings, excluding those land and buildings held as part of the Endowment Fund.
  11. Authorize construction of new buildings and major renovations of existing buildings.
  12. 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.
  13. Authorize University Officers or other agents to accept gifts or bequests on the University’s behalf consistent with policies approved by the Board.
  14. Engage in periodic self-assessment of its own performance and these Bylaws.
  15. Amend the Certificate of Formation for the University, these Bylaws, the Book of Committee Charters, and Board policies.

The Officers of the Board shall be a Chair, a Vice Chair, a Treasurer, a Secretary, an Assistant Treasurer, and an Assistant Secretary.

All such Officers of the Board of Trustees shall be elected during a regular meeting of the Board to be held annually in May for a three-year term commencing June 1 and shall serve until their respective successors are duly elected and qualified. In exceptional circumstances, by vote of the Board, a Board Chair may be re-elected to an additional one-year term up.  Upon the recommendation of the Governance and Nominating Committee, a Board Chair, Vice Chair, or Board committee chair may be granted an extension of up to one year to fulfill their responsibilities if their service exceeds the overall sixteen-year term.

The Chair, Vice Chair, 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.

The Chair shall preside over all Board meetings, serve as Chair of the Executive and Mission Excellence Committee and the Compensation Committee, call special meetings of the Board, and carry out any other duties required by the Board. In consultation with the Governance and Nominating Committee, the Chair shall appoint all Board committees, including their respective chairs, during a regular meeting of the Board to be held annually in May, except as otherwise provided herein.

The Vice Chair shall be a member of and Vice Chair of the Executive and Mission Excellence Committee and the Compensation Committee and shall preside over the meetings of the Board, the Executive and Mission Excellence Committee, and the Compensation Committee in the absence of the Chair.

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

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.

The President serves as the University's Chief Executive Officer and the Academic Faculty President. In the President’s absence, the President’s duties shall be discharged, successively, by the Vice Presidents or other Officers of the University in an order recommended by the President and approved by the Board.

The President shall have the responsibility, authority and discretion, such responsibility, authority and discretion having been delegated to the President by the Board, to appoint one or more Vice Presidents and other Officers of the University with such compensation (subject to review by the Compensation Committee or such other committee designated by the Board for such purpose), and with such titles, duties and responsibilities as may be determined by the
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.

The President shall be responsible to the Board for the supervision, management, and government of the University, for interpreting and carrying out the policies of the Board, and for carrying out any other responsibilities delegated to the President by the Board. The President shall carry out these duties in accordance with the Delegation of Authority and Shared Governance Policy established by the Board. It is the responsibility of the President, along with other Officers appointed by the President, as well as the administrators and faculty of the University, to implement the policies set by the Board. Subject to the authority of the Board and the President, the faculty have the primary responsibility for curriculum matters, including the establishment of degree requirements. 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. The President, as the delegate of the Board, is responsible for determining whether or not to approve recommendations from the faculty on matters of academic personnel.

Three regular meetings of the Board shall be held each fiscal year: one in May (determined to be the fiscal year-end annual meeting), one in September, and one in February, or at other times as the Board may determine.

Special meetings of the Board may be held as deemed necessary on the call of the Chair or Vice Chair or upon order of the Executive and Mission Excellence Committee.

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 any such notice shall be given in accordance with the provisions of Article IX, Section 1.  A Trustee may waive notice of a meeting as described in Article IX, Section 2.  Except as otherwise expressly provided herein or in the Certificate of Formation or by statute, notice of any meeting of the Board need not state the business to be transacted.

A majority of the voting members of the Board or committee (including the members of the Board and those Advisors with voting rights) shall constitute a quorum for any meeting. In the event a quorum is not achieved for a Board or committee meeting, those present may continue their informal discussion, but no votes may be taken. The act of a majority of voting members present shall be the act of the Board or committee, except when otherwise provided by these Bylaws.

Any action required or permitted to be taken at any meeting of the Board or at a 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 the Board or committee necessary to take that action at a meeting at which all of the members of the Board or 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 instead of the original writing for any purpose for which the original writing could be used for purposes of this Article V, 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 such transmission was transmitted by such member and the date on which such member transmitted such transmission.

Members of the Board or any committee may participate in and hold meetings using videoconferencing technology, internet-based communication systems, conference telephones, or other suitable electronic communication methods. This includes, but is not limited to, platforms that facilitate real-time audio and video interactions.

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.

The committees of the Board shall consist of an Executive and Mission Excellence Committee, a Governance and Nominating Committee, an Audit, Risk Management, and Compliance Committee, and such other committees as may be established by the Board from time to time.  With the exception of the Executive and Mission Excellence Committee, the membership of which is specified in these Bylaws, the membership of each committee shall be made up of Trustees appointed by the Chair of the Board in consultation with the Governance and Nominating Committee.

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.

The Chair and Vice Chair of the Board of Trustees shall be ex officio voting members of each committee. The President shall be a non-voting ex officio member of each committee. The President shall designate appropriate members of the University’s administrative staff to provide staff assistance to the committees and their respective ad hoc working groups or task forces, if any.

The Board may discharge or reorganize any committee or create any task force, working group, or similar structure at any regular meeting or any duly called meeting of the Board upon an affirmative vote from a majority of the members present and voting at such a meeting.

The Chair determines which committee(s) will consider any matter. When a matter is referred to more than one such committee(s), the Chair determines the sequence of consideration.

To the extent specified by the Board or these Bylaws, each committee may exercise the authority of the Board, except that a committee may not exercise the Board powers set out in Article II, Section 2.

The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and the quorum and voting requirements of the Board shall also apply to committees of Trustees and their members.

The Executive and Mission Excellence Committee shall be composed of the Chair, the Vice Chair, the Secretary, the Treasurer, the Chairs of the Governance and Nominating Committee, Academic Excellence and Student Success Committee, Audit, Compliance and Risk Management Committee, Budget and Finance Committee, Compensation Committee, Facilities Committee, Investments Committee, and University Advancement Committee, and such other members of the Board as the Chair may designate.

It shall be the duty of the Executive and Mission Excellence Committee to act on behalf of the Board in accordance with the provisions of Article VII, Section 4, while the Board is not in session and to coordinate the efforts of all committees. The duties of the Executive and Mission Excellence Committee are set forth more fully in the Executive and Mission Excellence Committee Charter, adopted and approved by the Board.  The Executive and Mission Excellence Committee shall receive from the Governance and Nominating Committee the recommended slate of Officers of the Board. During a regular meeting of the Board to be held annually in May, the Executive and Mission Excellence Committee shall nominate a slate of officers of the Board for election by the Board to serve for three-year terms.

The Executive and Mission Excellence Committee shall meet upon the call of the Chair or the Vice Chair or the request of the President, or any two members of the Committee. The Chair or the Vice Chair 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.

The Executive and Mission Excellence Committee shall have the authority to take any action that the Board is authorized to take, EXCEPT those outlined in Article II, Section 2. 

The Governance and Nominating Committee shall consist of no fewer than five members of the Board, one of whom shall be a former Chair of the Board currently serving as a Trustee.  The Governance and Nominating Committee Chair shall be the immediate past Chair of the Board. The Officers of the Committee shall be a Chair and a Vice Chair, who shall serve in the absence of the Chair.  The Chair of the Board, with the concurrence of the Vice Chair, makes all appointments to the Committee.

The Governance and Nominating Committee shall recommend the appointment of Officers of the Board and new Board members, oversee the evaluation of Trustees to be considered for re-election, including by reviewing the Trustee(s) self-evaluation(s) and assessing the Trustee(s), and identify and support the long-term cultivation of prospective Trustees. The duties and authority of the Governance and Nominating Committee are outlined in greater detail in the Governance and Nominating Committee Charter.

The Governance and Nominating Committee shall meet at the call of the Committee Chair or the Vice Chair, at the request of the President, or upon the request of any two members of the Committee. The Committee Chair or the Committee Vice Chair must be present, and a majority of the members must constitute a quorum. All actions the Committee takes shall be reported to the Board at its next regular meeting.

Whenever under applicable law or the governing documents of the University, notice of meetings and/or actions 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 electronically via electronic mail and shall be deemed to have been given at the time it is transmitted to the electronic mail address provided by the Trustee for the purpose of receiving such notice.   The notice will contain the meeting's date, time, and location.  In addition, if the meeting is held solely or in part by using a virtual, telephone or other communications system, including videoconferencing technology, the Internet, or any combination, so long as the system permits each person participating in the meeting to communicate with all other participants, the notice will specify the form of communications system to be used for the meeting and the means of accessing the communications system.

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. A person’s attendance at or participation in a meeting waives any required notice to such person of the meeting unless the person at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

The University's fiscal year begins on June 1 of each calendar year and ends on May 31 of the following calendar year.  

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.

The University maintains a formal relationship with the Presbyterian Church (U.S.A.) through the Synod of the Sun. This relationship is grounded in a covenant of understanding and affiliation, which has been codified in the Board policy titled " The University Covenant ” between the Synod of the Sun and the University. These Bylaws reflect the Board’s official recognition of this relationship and underscore the importance of the covenant.

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

The University shall indemnify and hold harmless any Trustee, Officer, former Trustee, or former Officer of the University, or any person who may have served at its request as a Trustee, 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 and all liability, loss, demands, judgments, penalties, fines, settlements, and reasonable expenses incurred in connection with any demand, action, suit, or proceeding, whether civil, criminal, administrative or investigative (collectively a “Proceeding”), in which any Trustee, Officer, former Trustee, or former Officer of the University, or any person who may have served at its request as explained above is made or threatened to be a party because of the furtherance of their duties in any such role with the University..  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.

The University shall have the power to indemnify and hold harmless any person who was or is an employee or agent of the University or is or was serving at the request of the University as a Trustee, 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 and all liability, loss, demands, judgments, penalties, fines, settlements, reasonable expenses incurred by such person in connection with any demand, action, suit, or proceeding, whether civil, criminal, administrative or investigative (collectively a “Proceeding”), in which the person is made or threatened to be a party because of the furtherance of their duties in any such role with the University.

 In matters involving indemnification, the University shall pay the expenses incurred by any[current or former] Trustee or Officer of the University, and may pay the expenses incurred by any employee or agent of the University, 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 XIII or otherwise.

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

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, 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 indemnify such person against such liability under applicable law.

Any repeal or modification of the foregoing provisions of this Article XIII 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.

These Bylaws may be changed, amended, or repealed and replaced upon notice of the proposed change, amendment, or repeal and replacement at least two weeks before a regular meeting of the Board, followed by an affirmative vote of a majority of the members of the Board at the meeting constituting a quorum.

To the extent any provision of these Bylaws conflicts with the provisions of the University’s
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
 
 

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