C.3: STANDING RULES OF THE BOARD OF TRUSTEES OF TRINITY COLLEGE 1990 (AS AMENDED FEBRUARY 16, 1999 )

I

THE BOARD OF TRUSTEES

1. The Board of Trustees shall hold at least three stated meetings each year, one before the Annual Commencement of the College, the other two at such hours and dates as the Trustees on the recommendation of the President shall appoint.

Except in cases where the Charter of Trinity 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 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 or of a committee, as the case may be. Such unanimous written consent must be filed with the minutes of the proceedings of the Board or the committee.

2. 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.

3. Elections of Trustees may be by ballot if requested by any Trustee. All nominations not acted upon at any meeting shall lapse.

4. The Alumni Association through a Nominating Committee selected by the Alumni Association will place in nomination candidates for office of Alumni Trustee. These nominations will be forwarded to the Trustee Committee on the Board for recommendation to the Board of Trustees. Nomination for Alumni Trustee may also be made by petition on an official nomination form signed by at least twenty-five (25) persons eligible to vote in accordance with the provisions of the Charter of The College. Any such petition must be received by the nominating committee by January 15 in any given year for the name of such person to be considered for nomination for that year. The names of the persons so placed in nomination by the nominating committee or by petition shall be certified to the Committee on the Board in writing by a majority of the members of such Nominating Committee. Whenever death, resignation or other occurrence prevents the fulfillment of a full term of four years as an Alumni Trustee, the Nominating Committee of the National Alumni Association shall nominate to the Committee on the Board an Alumni Trustee candidate to fulfill the unexpired term and Board of Trustees shall declare elected said Alumni Trustee at a meeting duly warned at which a quorum is present.

5. The term of office of an Alumni Trustee elected for a full term of four years shall commence immediately after the adjournment of the meeting at which the vote is declared. The term of office of a Charter Trustee elected to fill a vacancy shall commence immediately upon the close of said meeting.

6. No person shall be elected as a Charter Trustee, who is 70 or more years of age. All Trustees, except Trustees Emeriti, shall retire from the Board of Trustees at the first regular meeting of the Board following their 72nd birthday.

7. Former members of the Board of Trustees, whose resignation shall have been accepted by the Board, may become Trustees Emeriti. Trustees Emeriti shall be elected by the vote of a majority of the Trustees present at any meeting. Such Trustees Emeriti shall be duly notified by the Secretary of the time of meetings of the Board of Trustees, and shall be entitled to attend all meetings of the Board and to participate in the discussions and deliberations of the Board, but shall not be entitled to vote upon any matter or questions pending before the Board.

8. Trustees Emeriti shall serve for such terms as the Board of Trustees may prescribe and may attend all meetings of the Board, but shall have no vote therein.

9. The Board shall elect a Secretary to hold office during their pleasure.

10. The Trustees shall elect annually at the Commencement meeting a chairman of the Board of Trustees who shall be a Trustee who has not passed a seventieth birthday. No person shall be eligible for re-election to this position after serving five consecutive years. The Chairman 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.

11. The corporation, by the name of the Trustees of Trinity College, is by the Charter of the College the supreme governing power. To further the effective discharge of the Board's responsibilities, the Chairman of the Board of Trustees shall annually, subject to ratification by the Board, appoint from its membership the following Standing Committees and the Chairmen of such committees, to provide service and support to the full Board. The Standing Committees are as follows: an Executive Committee, a Committee on the Board, an Investment Committee, a Committee on Academic Affairs, a Joint Committee on Educational Policy, a Joint Committee on Appointments and Promotions, a Committee on Institutional Advancement, a Committee on Student Affairs, a Committee on the Physical Plant, and a Committee on Finance and Budget. In addition, the Chairman of the Board of Trustees may from time to time appoint special or ad hoc committees and chairmen of such committees. The Chairman of the Board of Trustees, or, if the Chairman is absent, the President of the College, shall preside at Board meetings. Except as otherwise provided, the Chairman of the Board and the President of the College shall be ex officio members of all Standing Committees, with vote. When a regular member of a standing committee is unable to attend a meeting of that committee, the Chairman of the Board may designate any other member of the Board of Trustees as alternate to act with full powers for the absent member at that meeting.

Membership on committees is not limited to Trustees. Appointments may be offered to faculty, students or others whose membership further the committee's work. Non-Trustee members of committees have full voting rights.

Unless otherwise provided, half of the members of a Standing Committee shall constitute a quorum for the transaction of business.

12. The Executive Committee shall be composed of no fewer than seven Trustees. The President, or, if the President is absent, the Chairman of the Board of Trustees, shall be the Chairman of the Executive Committee.

Between meetings of the Board of Trustees, the Executive Committee shall have general supervision of the administration and property of the College except that unless specifically empowered by the Board of Trustees to do so, it may not take any action inconsistent with a prior act of the Board of Trustees, award degrees, alter the Statutes or Standing Rules, remove or appoint the President of the College, or take any other action which has been reserved to the Board.

The Executive Committee shall have general responsibility for the formulating of the College's long-term objectives and plans. It shall also oversee all legal matters pertaining to the College; shall receive and review all proposed nominations for honorary degrees and recommend such candidates to the Board; shall oversee the civic relations of the College; and shall transact such other business as may be referred to it by the Board of Trustees.

At each meeting of the Board of Trustees, the proceedings and actions taken by the Executive Committee since the last meeting of the Board shall be reported. The Committee shall provide for the safe custody of all valuable papers and records of the College, excepting securities.

13. The Investment Committee shall be composed of no fewer than five Trustees. It 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, either alone or together with such others as the Committee may designate, any documents necessary in such transactions. The Committee shall provide for the safe custody of all securities of the College. The Committee shall supervise the voting of proxies of securities of the College. It shall formulate and report to the Board policies and objectives with respect to spending and investment. The Committee shall keep minutes of its meetings, and at each meeting of the Board of Trustees, it shall report all transactions which it has completed or authorized since the previous meeting.

14. The Committee on the Board shall be composed of no fewer than four Trustees one of whom will be the President of the National Alumni Association while serving as an Alumni Trustee. The Committee shall review and present to the Board of Trustees nominations for Charter Trustees and Trustees Emeriti to be elected by the Board, and for Chairman and Secretary of the Board of Trustees. The Committee shall review and recommend to the Board of Trustees procedures and structures appropriate for the organization and operation of the Board. The Committee shall report annually to the Board of Trustees and at such other times as may be requested by the Board or as may seem desirable to the Committee.

15. The Academic Affairs Committee shall consist of at least six Trustees. The Committee considers all matters of an academic nature requiring Trustee action. The Committee provides trustee representation to the Joint Committee on Educational Policy and the Joint Committee on Appointments and Promotions as required.[1]

16. The Joint Committee on Educational Policy shall consist of the Dean of Faculty, ex officio, with vote, and of six Trustees serving on the Academic Affairs Committee and six members of the Faculty, elected by the Faculty body. This Committee shall consider questions of educational policy and make recommendations to the Board of Trustees. To it will be referred all questions relating to changes in the Course of Study or Curriculum which the President deems to involve College policy. The Committee shall also oversee matters involving library resources and utilization.[2]

17. The Joint Committee on Appointments and Promotions shall consist of the Dean of the Faculty, ex officio, with vote, and of three Trustees from the Academic Affairs Committee and three members of the Faculty elected by the Faculty body. To this Committee shall be referred for recommendation to the Board of Trustees all appointments of new members to the Faculty at the level of associate professor or professor, all promotions to these ranks, and all awards of tenure.[3]

18. The Committee on Institutional Advancement shall be composed of no fewer than five Trustees and shall have responsibility for fund-raising and public relations programs. The Committee shall have oversight of the relationship of the College to its various external constituencies, including alumni, parents, friends, corporations, foundations and government agencies. It shall also review and recommend to the full Board ways and means to meet institutional fund-raising needs and goals.

19. The Committee on Physical Plant shall be composed of no fewer than three Trustees. It shall oversee the operation, maintenance, and planning of all physical facilities and grounds of the College, including the Library. The Committee shall review plans and cost estimates for new and renovated facilities and shall recommend appropriate action. The Committee shall review and approve, as to design, location and inscription, any memorial before it is erected or placed in position in the college grounds or buildings, including the Chapel. The Committee shall review the annual operating and capital budgets of the Department of Buildings and Grounds and recommend approval to the Finance Committee. It shall report on its activities annually to the Board of Trustees and at such other times as it may be requested to do so by the Board of Trustees.

20. The Student Affairs Committee shall be comprised of no fewer than five Trustees. It shall oversee policies related to student life, admissions, enrollment planning, and financial aid, and it shall review student services and facilities as to their appropriateness to the educational and social purposes of the College. The Committee shall report and make recommendations to the Board of Trustees on matters for which it is responsible.

21. The Finance and Budget Committee shall be composed of no fewer than five Trustees. It shall have two major responsibilities. In its capacity as a Finance Committee it shall review and recommend annual operating and capital budgets, and make recommendations with respect thereto for Board approval prior to the opening of each fiscal year. It shall monitor operating results under the budget and inform the Board of operating performance. The Committee shall supervise the capital expenditures of the College. All proposed capital expenditures exceeding $100,000 and not included in a previously approved budget of the College shall be subject to review and approval by the Committee. All proposed capital expenditures exceeding $250,000 shall also require review and approval of the Board. In consultation with the Investment Committee, the Committee shall have the power to borrow money for the purposes of the College, to give notes of the College and to designate the persons who shall sign these notes. It shall oversee all borrowing arrangements on behalf of the College and report them to the Board. The Committee shall supervise the insurance contracts of the College and such other financial matters as may be referred to them by the Board. It shall oversee compensation and benefit programs for the Faculty and Staff, and other business and financial activities of the College. The Committee may establish, and transfer funds to and from appropriate reserve accounts. It its capacity as Audit Committee it shall meet at a minimum of once a year. It shall periodically appraise the financial control and accounting systems of the College and recommend any changes it deems appropriate. It shall recommend the designation of an independent auditor each year and shall cause to be prepared and submitted to the Board of Trustees on an annual basis an audited statement of the financial condition of the College as of the close of the fiscal year and of the receipts and expenditures of each year. The Committee may request any designated independent auditor or any officer or employee of the College, to appear before it to report on the financial condition of the College and answer any questions the Committee may have. When meeting as an Audit Committee, the President of the College shall not be an ex-officio member of the Committee, but may upon invitation of the Committee attend any meeting. The Committee shall keep minutes of its meetings, and at each meeting of the Board of Trustees, it shall report all transactions which it has completed or authorized since the previous meeting.

II

SECRETARY

1. The Secretary shall discharge the duties usually devolving upon such officer.

2. The Secretary shall send to each member of any committee hereafter appointed a copy of the vote appointing such committee, within thirty days after the meeting at which the committee may have been appointed.

III

TREASURER

1. The Treasurer shall have charge of the capital funds of the College, except where otherwise provided. He shall not purchase or sell any securities except with the express approval of the Finance Committee. The Board of Trustees or the Executive Committee may by standing vote authorize him to sign documents necessary for the purchase or sale of such securities approved by the Finance Committee. He shall be bonded by a corporate surety in such amount as the Board of Trustees may from time to time direct.

2. The Treasurer shall make an annual report to the Board of Trustees of the transactions of his office and of the condition of the funds of the College.

IV

THE FACULTY

1. All officers of the College hold their positions subject to termination of the contract at the option of either party, reasonable notice being given whenever a change is to be made. The charter provision as to the dismissal of a President shall be observed; and no Professor shall be dismissed or requested to resign except after the presentation to him of a written statement of the reasons for such action, to which statement he shall have opportunity to reply.

V

AMENDMENTS

These rules may be amended at any meeting of the Board by an affirmative vote of two-thirds of the Trustees present at any meeting.

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[1] Effective June 30, 2005, the Academic Affairs Committee (Trustee members) will assume those duties as yet to be determined of the Joint Committee on Appointments and Promotions. The committee will most likely formally assume the duties of the Joint Committee on Educational Policy on that date. [Note from the Secretary of the College, February 2005.]

[2] This committee has been inactive. Its function has been assumed by the Academic Affairs Committee. The committee will most likely be formally ended on June 30, 2005. [Note from the Secretary of the College, February 2005.]

[3] The Joint Committee on Appointments and Promotions will cease operations on June 30, 2005. Those activities that will continue will move to the Academic Affairs Committee. [Note from the Secretary of the College, February 2005.]

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