Standing Rules

AMENDED AND RESTATED STANDING RULES OF THE TRUSTEES OF TRINITY COLLEGE

Adopted: January 23, 2015
Amended: October 2, 2015 (Article I, Section 9)
Amended: October 15, 2016 (Article I, Sections 16 through 19)

These Amended and Restated Standing Rules (“these Standing Rules”) of The Trustees of Trinity College (the “College”) are intended to supplement and implement applicable provisions of the Connecticut Revised Nonstock Corporation Act, as amended from time to time, and of the Charter of the College.  These Standing Rules amend and restate in their entirety the Standing Rules of the College adopted on October 12 and 13, 2012.
I
THE BOARD OF TRUSTEES
Stated MeetingsThe Board of Trustees shall hold at least three stated meetings each year, one before the Annual Commencement of the College (the “Commencement Meeting”), the other two at such hours and dates as the Trustees on the recommendation of the President shall appoint.  The Chair of the Board of Trustees shall preside at meetings of the Board of Trustees.

Number.   The Board of Trustees shall be composed of not fewer than twenty nor more than thirty-six persons, including the President of the College and the President of the National Alumni Association of the College, each of whom shall be an ex-officio member of the Board of Trustees, shall be counted in determining a quorum, shall have full powers to vote as a member of the Board of Trustees, and shall be counted as a member of the Board of Trustees for purposes of the minimum and maximum number of Trustees prescribed by these Standing Rules.  Trustees shall serve for four-year terms.

Notice.  In all elections to fill vacancies in the Board of Trustees the names of persons put in nomination for Trustees shall be sent out with the notice of the succeeding meeting. Unless otherwise prohibited by law, any notice to the Board of Trustees may be delivered by electronic transmission.  Electronic transmission means any process of communication not directly involving the physical transfer of paper that is suitable for retention, retrieval and reproduction of information by the recipient.  Notice of a special meeting need not describe the purpose of the special meeting unless required by these Standing Rules.

Ballots.  Elections of Trustees shall be by written ballot if requested by any Trustee.

Terms.  No person shall serve more than two complete consecutive terms as a Trustee; provided, that service for any term as a Trustee, ex-officio, shall not count toward such limitation; and provided further, that a Trustee serving or elected to serve as the Chair or a Vice Chair of the Board of Trustees may continue to serve as a Trustee for one or more additional consecutive terms after serving two complete consecutive terms as a Trustee (and, so long as such Trustee is otherwise eligible to serve as a Trustee, such Trustee may complete any such additional term regardless of whether he or she serves as the Chair or a Vice Chair for the duration of such additional term).  Following a one-year absence from the Board of Trustees, a person may again be eligible to serve not more than two complete consecutive terms as a Trustee.  The term limits set forth in this Section shall apply to the election of Trustees under Article I, Sections 6, 7, and 8.

Charter TrusteesThe Trustees may, by a majority of votes of the Trustees present at a meeting duly warned at which a quorum is present, elect Charter Trustees.

G. Keith Funston TrusteeThe Board of Trustees, by a majority of votes of those present at a meeting duly warned at which a quorum is present, may elect one person who has been admitted to any degree at the College no more recently than at the public commencement day at the end of the previous academic year nor later than ten years after admission to such degree to serve as the G. Keith Funston Trustee for a single term.  There shall be not more than one G. Keith Funston Trustee at any time.  Any Person so elected shall, after completion of his or her term, be otherwise eligible for election to the Board of Trustees as a Charter or Parent Trustee in accord with the requirements for election thereto.

Parent Trustee.   The Board of Trustees, by a majority of votes of those present at a meeting duly warned at which a quorum is present, may elect one person to serve as the Parent Trustee for a single term.  There shall be not more than one Parent Trustee at any time.  At the time of election, such person must be the parent (by birth or adoption), step-parent, or legal guardian of a person then enrolled or committed to enroll within the next twelve months in a degree program in the College.  Any Person so elected shall, after completion of his or her term, be otherwise eligible for election to the Board of Trustees as a Charter or G. Keith Funston Trustee in accord with the requirements for election thereto.  If at any time during his or her term a Parent Trustee ceases to be the parent (by birth or adoption), step-parent, or legal guardian of a person then enrolled or committed to enroll within the next twelve months in a degree program in the College, then, immediately after the Commencement Meeting next following such cessation, such Parent Trustee shall cease to be the Parent Trustee, without the need for any action by the College or the Board of Trustees, and the seat of such Parent Trustee shall be deemed vacant.

Limits on Service. No person shall be elected as a Trustee who, on the date of election, is 70 or more years of age, except for Trustees elected in 2015 Commencement Meeting.  All Trustees, except Trustees Emeriti, shall retire from the Board of Trustees at the first regular meeting of the Board of Trustees on or following their 74th birthday, except for Trustees elected at the 2015 Commencement Meeting.

Classification of TrusteesThe Trustees shall be divided into four classes, designated as Class I, Class II, Class III and Class IV, with each class containing approximately the same percentage of the total, as near as may be.  The initial term of office of Class I shall expire at the Commencement Meeting in 2013; that of Class II shall expire at the Commencement Meeting in 2014; that of Class III shall expire at the Commencement Meeting in 2015; and that of Class IV shall expire at the Commencement Meeting in 2016.  Subject to the foregoing, at each annual Commencement Meeting the successors to the class of Trustees whose term shall then expire shall be elected to hold office for a term expiring at the fourth succeeding Commencement Meeting and until their successors are elected and qualified or until their earlier resignation, removal, death or incapacity.

Subject to Article I, Sections 7 and 8, a Trustee elected to or serving an initial four-year term as a Trustee at the Commencement Meeting in 2012 may be elected to a second consecutive four-year term as a Trustee.  Subject to Article I, Section 5, a Trustee elected to or serving a second consecutive four-year term as a Trustee at the Commencement Meeting in 2012 may not be elected to an additional consecutive four-year term as a Trustee.

Vacancies; Removal.  The Board of Trustees, by a majority of those present at a meeting duly warned at which a quorum is present, may elect, upon the death, resignation, removal or other vacancy of the place of any Charter or G. Keith Funston or Parent Trustee, another to complete his or her term.  The term of office of a Trustee elected to fill a vacancy shall commence immediately upon the close of the meeting at which he or she is elected as a Trustee and shall end on the last day of the unexpired term for which the vacancy occurred.  Service as Trustee during the unexpired term of office of a former Trustee shall not be counted for purposes of the term limits of Trustees set forth above.
The Board of Trustees, by a majority of those present at a meeting duly warned at which a quorum is present, may remove any Charter, G. Keith Funston or Parent Trustee for “Cause.”  “Cause” shall mean that a Trustee (i) has been convicted of or pleaded guilty to a felony or any other crime involving dishonesty; (ii) has engaged in misconduct or other activity that, in the good faith judgment of the Board of Trustees, has or is likely to have a material adverse impact on the College (either economically or on its reputation), or (iii) has absented himself or herself for any four successive meetings duly noticed.  Notice of a special meeting to remove a Trustee shall include reference to the proposed removal.

Election of OfficersThe Trustees shall elect annually at the Commencement Meeting a Chair of the Board of Trustees.  The Chair of the Board of Trustees shall be a Trustee who has not passed, as of the date of such meeting, his or her 70th birthday.  No person shall be eligible for re-election as Chair of the Board of Trustees after serving five consecutive years.  The Board of Trustees shall elect such other officers as they may deem appropriate from time to time to hold office at the pleasure of the Board of Trustees.

Trustees EmeritiFormer members of the Board of Trustees may become Trustees Emeriti.  Trustees Emeriti shall be elected by the Trustees; provided that the Trustees shall not elect any former Trustee to be a Trustee Emeritus after the meeting of the Board of Trustees on January 23, 2015.  At the discretion of the Chair, such Trustees Emeriti may be duly notified of the time of meetings of the Board of Trustees, and may be entitled to attend meetings of the Board of Trustees and to participate in the discussions and deliberations of the Board of Trustees, but shall not be entitled to vote upon any matter or questions pending before the Board of Trustees.  Trustees Emeriti shall serve for such terms as the Board of Trustees may prescribe.

Action by Unanimous Written Consent.  Except in cases where the Charter of the College requires action to be taken by a duly convened meeting of the Board of Trustees, any action required to be taken by the Board of Trustees or by any committee thereof may be taken by a written consent setting forth the action so taken and signed by all members of the Board of Trustees or such committee, as the case may be.  Such unanimous written consent shall be filed with the minutes of the proceedings of the Board of Trustees or the committee.  A Trustee’s consent may be withdrawn by a revocation signed by the Trustee and delivered to the Secretary prior to the delivery to the Secretary of unrevoked written consents signed by all of the Trustees.

Telephonic MeetingsThe members of the Board of Trustees or any committee thereof may participate in a regular or special meeting of the Board of Trustees or such committee by, or conduct the meeting through the use of, any means of communication, by which all Trustees and other committee members participating may simultaneously hear each other during the meetings.  A Trustee or other committee member participating in a meeting by this means is deemed to be present in person at such meeting.

Committees Generally.  To further the effective discharge of the Board of Trustees’ responsibilities, the Chair of the Governance Committee, in consultation with the Chair of the Board of Trustees and the President of the College, shall annually, in advance of the first meeting of the Board of Trustees in the next academic year (and at such other times as desirable), assign Trustees to committees and subcommittees and appoint the chairs of such committees and subcommittees.  All such assignments and appointments shall be ratified and confirmed by the Board of Trustees.  Committee and subcommittee assignments shall take into account the talents and interests of each Trustee, and shall seek to achieve balance in numbers and in the diversity of membership. 

The Chair of the Board of Trustees shall be an ex officio member of all committees and subcommittees.  The President of the College shall be an ex officio member of all committees and subcommittees with the exception that the President shall not be a member of, and shall not vote on any matter before, the Audit and Risk Committee, the Compensation Committee, or the Evaluation and Success Committee.  However, the President may be invited to participate in the work of each of these committees, as may be appropriate in the discretion of the corresponding committee chair.
 
Only a Trustee with voting authority may serve as member of a committee or subcommittee, and only members of a committee or subcommittee shall vote.  Only members of fixed membership committees, of the Compensation Committee, and of the Evaluation and Success Committee shall be entitled to attend meetings of such committee.  The meetings of all open membership committees and subcommittees and of the Awards for Excellence Committee shall be open to the members of such committee or subcommittee and, except when in executive session, to all other Trustees.  Committees and subcommittees may invite persons who are not members (including administrative and faculty employees of the College and Trustees who are not members) to attend the meetings, and to participate in the deliberations, of such committee or subcommittee.  

No committee or subcommittee shall have the authority to fill vacancies on the Board of Trustees or adopt, amend, or repeal the Charter, the Statutes, or these Standing Rules.  All committees and subcommittees shall keep minutes of their meetings.  Unless otherwise provided, a majority of the members of a committee or subcommittee shall constitute a quorum for the transaction of business.  The Board of Trustees may create additional committees and subcommittees, from time to time, as deemed necessary or desirable.

Fixed Membership Committees.  There shall be three fixed membership committees with principal oversight over the core governance functions of the College and of the Board of Trustees: (i) the Executive and Planning Committee, (ii) the Audit and Risk Committee, and (iii) the Governance Committee.
Executive and Planning Committee.  The Executive and Planning Committee shall be composed of the chairs of all fixed membership committees and of all open membership committees, the President of the College, the Chair and any Vice Chairs of the Board, and one additional Trustee.  This committee shall be supported by the Secretary of the College, the Chief Financial Officer, and the Chief Academic Officer.  It shall meet as needed; is empowered to act in the place of the full Board in accordance with applicable law; but shall defer any business that should be properly brought to the full board until the next scheduled meeting unless circumstances warrant immediate action. Additionally, this committee shall oversee the College’s strategic planning, which should include a multi-year strategic plan that has clear institutional goals, processes for implementation and mechanisms for measurement, monitoring and adjusting outcomes as appropriate. The committee shall review the College’s strategic plan and make recommendations to the Board of Trustees for approval thereof. The committee shall seek to achieve proper alignment between approved capital projects and approved fundraising priorities through coordination with the Comprehensive Campaign Committee and the Information Services and Facilities Committee.

Audit and Risk Committee.  The Audit and Risk Committee shall be composed of Trustees and supported by the Chief Financial Officer, the Chief Academic Officer, the Chief Student Life Officer, the Chief Enrollment Officer, the Chief Information Officer, and the Chief Legal Officer.  The Audit and Risk Committee shall regularly review the financial reports of the College.  The committee shall also receive periodic updates that evaluate the risk profile of the College (i.e., how the College is managing enterprise risk).  It shall meet with the administration no less than three times annually and at least twice annually with the College’s independent auditors.  The Audit and Risk Committee shall be responsible for designating, retaining or terminating the College’s independent auditors; reviewing annually their qualifications, performance and independence; approving audit engagement fees and terms; and reviewing and accepting the annual audited financial statements, auditor’s management internal controls report and IRS Form 990. The Audit and Risk Committee shall discuss with the administration and the independent auditors the College’s guidelines and policies with respect to risk assessment and risk management, including the College’s major financial risk exposure and the steps the administration has taken to monitor and control such exposures.  The Audit and Risk Committee shall review the litigation threatened or pending against the College.  The Audit and Risk Committee shall also review and discuss with the administration, at least annually, the terms of the College’s insurance coverage for directors and officers, and approve insurance limits.  In conjunction with the Chair of the Board of Trustees and/or the President, as appropriate, the Audit and Risk Committee shall oversee the administration’s mechanisms for employees and others to make complaints relating to accounting practices, internal accounting controls or audit matters, and unlawful business practices generally, with provisions for confidential anonymous submission by employees.  The Audit and Risk Committee periodically shall review the complaints filed under such mechanisms.  The Chair of the Audit and Risk Committee shall review the expense reports of the President of the College and is authorized to approve such expenses for payment or reimbursement by the College.  The Audit and Risk Committee shall retain such outside counsel, experts, and other advisors as it may deem appropriate, in its sole discretion, consistent with the policies, budgets and controls established by the Board of Trustees.

Governance Committee.  The Governance Committee shall be composed of Trustees and supported by the Secretary of the College and the Chief Advancement Officer.  The Governance Committee shall review and present to the Board of Trustees candidates for Charter Trustees, the Funston Trustee, the Parent Trustee, and for Chair and Vice Chair of the Board of Trustees and such other officers as may be appropriate.  The Governance Committee shall review and recommend to the Board of Trustees procedures and structures appropriate for the organization and operation of the Board of Trustees.  In particular, working with the administration of the College, the Governance Committee shall remain current on important trends in the education of not-for-profit boards, and encourage Trustees to participate in workshops to further their own expertise. The Governance Committee shall report to the Board of Trustees annually and at such other times as may be requested by the Board of Trustees or as may seem appropriate to the Governance Committee.
Open Membership Committees.  There shall be three open membership committees with principal oversight over the academic and operational functions of the College, each with its own committee chair: (i) Academic and Campus Affairs, (ii) Advancement, and (iii) Financial and Physical Resources.  Each open membership committee shall have the constituent subcommittees set forth below and such other subcommittees as may be created from time to time.  Each subcommittee shall have its own chair, and the collective members of these subcommittees shall comprise the membership of the overarching committee.  The chair of each open membership committee shall be an ex-officio member of each constituent subcommittee of such open membership committee.
Academic and Campus Affairs.  The following shall be subcommittees of the Academic and Campus Affairs Committee:

Academic Affairs Committee. The Academic Affairs Committee shall be composed of Trustees and supported by the Chief Academic Officer. The Academic Affairs Committee shall consider and make recommendations to the Board of Trustees regarding all matters of an academic nature requiring Trustee action, which include but are not limited to, recommendations for tenure, promotion, and emeritus/emerita status; changes in appointments and promotions policy; modifications of degree requirements; changes in the authorized size of the faculty; and the creation or elimination of academic departments, programs and majors.
Enrollment Committee. The Enrollment Committee shall be composed of Trustees and supported by the Chief Admissions Officer.  It is charged with establishing and overseeing an enrollment management strategy that is informed by the College’s mission and administered based, although not exclusively, on selectivity objectives, retention statistics, financial aid policy, and enrollment targets.  The Enrollment Committee shall work closely with the Finance Committee to establish enrollment targets and a financial aid budget for each academic year.  Further the committee shall review strategies to encourage the successful immersion of a Trinity student into the life of the College along with ensuring they are properly prepared to engage in rewarding careers upon graduation consistent with the mission of the College.

Student Life Committee.
  The Student Life Committee shall be composed of Trustees and supported by the Chief Student Life Officer.  Students and faculty will be invited to participate as appropriate to the agenda of the committee.  The Student Life Committee shall oversee the programs and policies that support all aspects of the student experience including the residential experience, extracurricular and social activities, and the overall health and well-being of students.  The Student Life Committee shall identify and regularly track metrics (especially non-voluntary hard measures such as GPAs, disciplinary actions and alcohol transports) on student development, success, and satisfaction as well as issues of campus community and climate.  The Student Life Committee shall be responsible for informing the Board of Trustees of trends and emerging issues that impact student life and for providing guidance that follows best practices. To maintain a close connection to the student body, the Student Life Committee shall hold student forums during on-campus Board meetings.  The Student Life Committee shall seek to incorporate the student perspective in strategic planning for the College.  At least annually, the Student Life Committee shall meet with the Academic Affairs Committee to discuss issues of relevance to both committees in order to align non-academic initiatives with the academic mission of the College and to promote a harmonious campus community.

Advancement Committee.  The following shall be subcommittees of the Advancement Committee:
Alumni Affairs Committee.  The Alumni Affairs Committee shall be composed of Trustees and supported by the Chief Advancement Officer.  The Alumni Affairs Committee of the College shall be responsible for informing the Board of Trustees of trends and emerging issues in alumni relations and development, and providing guidance in these areas that follows best practices.

Comprehensive Campaign Committee
.  The Comprehensive Campaign Committee shall be composed of Trustees and supported by the Chief Advancement Officer or such officer’s designee.  Members of the Comprehensive Campaign Committee shall assist Advancement staff through regular review of strategies to engage alumni, parents, and other benefactors of the College in stronger philanthropic relationships with the College; provide feedback on communication strategies for volunteer engagement and giving opportunities; and endorse fundraising priorities for the Campaign for Trinity College.  The committee will seek to incorporate alumni and parent perspectives in strategic planning for the College.  The Comprehensive Campaign Committee shall meet at least three times per year, and more often as necessary, to develop and support the overall strategy for a comprehensive campaign.  In addition, the Comprehensive Campaign Committee shall seek to achieve proper alignment between approved capital projects and approved fundraising priorities through coordination with the Executive and Planning Committee and Information Services and Facilities Committee.

Communications and Marketing Committee.
  The Communications and Marketing Committee shall be composed of Trustees and supported by the Chief Communications Officer.  The Communications and Marketing Committee shall assist and advise the Communications staff on efforts to advance the College’s mission through the use of effective communications in promoting its people and programs, building its visibility and reputation, and deepening its engagement with diverse internal and external audiences.

Financial and Physical Resources Committee.  The following shall be subcommittees of the Financial and Physical Resources Committee:
Finance Committee.  The Finance Committee shall be composed of Trustees and supported by the Chief Financial Officer.  The Finance Committee shall have financial oversight over the College’s capital and operating budgets, and the establishment and monitoring of a long-range financial plan for the College.  The Finance Committee shall review and make recommendations with respect to these fiscal matters for the approval of the Board of Trustees, prior to the beginning of the next fiscal year.  The Finance Committee shall monitor operating results under the budget and inform the Board of Trustees of operating performance.  The Finance Committee shall oversee the capital expenditures of the College. All proposed capital expenditures exceeding $350,000, not included in a budget previously approved by the Board of Trustees and having first been recommended by the Information Services and Facilities Committee, shall be subject to review and approval by the Finance Committee.  All proposed capital expenditures exceeding $1,000,000 and not included in a budget previously approved by the Board of Trustees shall also require review and approval of the Board of Trustees.

The Finance Committee shall have the power to authorize the borrowing of money for the purposes of the College, to authorize the giving of notes of the College to evidence such borrowings, and to designate the persons who shall sign such notes on behalf of the College.  Any proposed borrowing of principal in the amount of less than $1,000,000 and for a term of less than five years shall not require review or approval of the Board of Trustees or any committee.  Any proposed borrowing of principal in the amount of $1,000,000 or more or for a term of five years or more shall first require review of the Finance Committee, with final review and approval by the Board of Trustees.  The Finance Committee shall oversee all borrowing arrangements on behalf of the College and report such borrowing arrangements to the Board of Trustees.  The Finance Committee shall oversee compensation and benefit programs for the faculty and staff, and other business and financial activities of the College.  The Finance Committee may establish and transfer funds to and from appropriate reserve accounts.  The Finance Committee shall review other financial matters as may be referred to it by the Board of Trustees.

Investment Committee.  The Investment Committee shall be composed of Trustees and supported by the Chief Financial Officer.  The Investment Committee shall supervise the investing of endowment and other funds of the College and, as agent for the College, shall have authority to invest and reinvest such funds, purchase or sell securities in the name of the College, engage one or more investment advisors, and delegate to one or more of its members and to the Treasurer authority to sign any documents and take such other actions, either alone or together with such others as the Investment Committee may designate, necessary or desirable in such transactions.  The Investment Committee shall provide for the safe custody of all securities of the College.  The Investment Committee shall supervise the voting of proxies of securities of the College.  It shall formulate and report to the Board of Trustees policies and objectives with respect to spending and investment.  At each meeting of the Board of Trustees, the Investment Committee shall report all transactions which it has completed or authorized since the previous meeting of the Board of Trustees.

Information Services and Facilities Committee.  The Information Services and Facilities Committee shall be composed of Trustees and supported by the Chief Information Officer and the Chief Financial Officer. The Information Services and Facilities Committee shall oversee the planning and design of all physical facilities and grounds along with the Information Technology needs of the College.  The Information Services and Facilities Committee shall review plans and cost estimates for new and renovated facilities and shall recommend appropriate action to the Board of Trustees, in consultation with the Executive and Planning Committee and the Comprehensive Campaign Committee.  The Information Services and Facilities Committee shall review the annual plant upkeep and capital projects budgets of the Facilities Department and the Information Technology Department of the College and recommend approval to the Finance Committee.  All proposed capital expenditures exceeding $350,000 not included in a budget previously approved by the Board of Trustees shall be subject to review and approval by the Information Services and Facilities Committee, before any such expenditure is considered by the Finance Committee.

Special Committees.  Special Committees have narrowly defined charters and shall meet only as necessary, as determined by the members of the applicable committee.
Awards for Excellence Committee.  The Awards for Excellence Committee shall be composed of Trustees and supported by faculty or staff appointed by the President of the College.  The Awards for Excellence Committee shall review nominations from the Trinity Community and award annual Excellence Awards to a faculty member, a staff member, and a student, based on written recommendations and merit related to service to the College.

Compensation Committee.  The Compensation Committee shall be composed of Trustees and supported by the Chief Human Resources Officer.  The Compensation Committee shall have oversight and approval over the setting of policies for, and the compensation to be paid to, the President of the College and to the positions at the College that are reportable in the College’s Form 990 filings.  The Compensation Committee shall make recommendations regarding the President’s compensation to the Board of Trustees for its final approval.  Prior to making a recommendation to the Board, the Compensation Committee shall review appropriate information regarding the President’s compensation and performance, including any evaluative reports from the Evaluation and Success Committee.

Evaluation and Success Committee.  The Evaluation and Success Committee shall be composed of Trustees and supported by the Chief Human Resources Officer.  The Evaluation and Success Committee shall be responsible for approving the annual goals of the President of the College, evaluating the President’s performance against such goals, and generating a performance evaluation of the President, which shall be subject to the review and approval of the Board of Trustees.  The Evaluation and Success Committee shall report to the Compensation Committee at least annually, and as it otherwise deems appropriate, with respect to the President’s performance and his or her goals.

II
OFFICERS

1. President. The President shall be the chief executive officer of the College, and shall possess such powers, authority, responsibilities, duties and privileges usually devolving upon such officer.

2. Chair. The Chair shall preside at all meetings of the Board of Trustees.  The Chair shall have senior rank after the President at all academic ceremonies and occasions, and shall serve as the adviser of the President in matters that concern the Trustees and shall serve to advise the other Trustees about internal matters that affect the College.

3. Vice Chair.   One or more Vice Chairs, if any, shall discharge the duties usually devolving upon such officer.  In the event of the absence or disability of the Chair, the Vice Chair (or, if there is more than one Vice Chair, (i) the Vice Chair appointed by the Chair, or (ii) absent such appointment by the Chair, the Vice Chair appointed by the Board of Trustees) shall perform the duties and exercise the powers of the Chair.

4. Treasurer.  The Treasurer shall have charge of the capital funds of the College, except where otherwise provided.  The Treasurer shall be bonded by a corporate surety in such amount as the Board of Trustees may from time to time direct.  The Treasurer shall make an annual report to the Board of Trustees of the condition of the funds of the College.

5. Secretary.  The Secretary, if any, shall keep the minutes of the meetings of the Board of Trustees, give notice of all such meetings as required by the Charter, the Statutes, and these Standing Rules, have custody of the seal of the College, and discharge all other such duties usually devolving upon such officer.

III
AMENDMENTS
These Standing Rules may be amended at any meeting of the Board of Trustees by an affirmative vote of two-thirds of the whole number of Trustees.  Any notice of a meeting of the Board of Trustees at which these Standing Rules are proposed to be altered, amended, added to, or repealed shall include notice of such proposed action.