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 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 Vice Chairman 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 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, an Audit Committee, a Committee on Finance and Planning, and a Committee for Institutional Planning. In addition, the Chairman of the Board of Trustees may from time to time appoint special or charter committees and chairmen of such committees. The Chairman of the Board of Trustees, or, if the Chairman is absent, the Vice Chairman, 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.

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 Vice Chairman 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 Dean of Faculty, the chairs of the Appointments & Promotions Advisory and Curriculum Committees and a representative of the Student Government Association. Only the trustee members vote on faculty personnel matters and appeals of negative Committee tenure decisions. The Committee considers all matters of an academic nature requiring Trustee action, which include but are not limited to recommendations for tenure 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.

16. The Audit Committee shall be composed of three Trustees and meet quarterly with management and at least twice annually with the College’s independent auditors. It 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 Committee shall discuss with management 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 management has taken to monitor and control such exposures. It shall also review and discuss with management, at least annually, the terms of the College’s current directors and officers insurance coverage, and approve insurance limits. In conjunction with the Chair of the Board and/or the College President, as appropriate, it shall provide effective mechanisms for employees and others to make complaints relating to accounting practices, internal accounting controls or audit matters, with provisions for confidential anonymous submission by employees. The 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. The Committee shall keep minutes of its activities and record attendance of its members. It shall also carry out any other responsibilities and duties delegated to it by the Board of Trustees from time to time.

17. The Finance and Planning Committee shall be composed of no fewer than five Trustees. The Committee shall have financial oversight and approval over strategic planning, budgeting (operating and capital), and facilities, 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 $350,000 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 $1,000,000 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. 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. The Committee shall review other financial matters as may be referred to them by the Board.

18. The Committee for Institutional Planning shall be composed of no fewer than five Trustees. The Committee shall insure the existence of a multiyear strategic plan that has clear institutional goals, processes for implementation and mechanisms for measurement, monitoring and adjusting outcomes as appropriate. The Committee will receive and review all planning recommendations requiring Board of Trustee approval, as well as recommending initiatives on its own.

II

VICE CHAIRMAN

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

III

TREASURER

1. The Treasurer shall have charge of the capital funds of the College, except where otherwise provided. 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 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.