Capital University Bylaws

ARTICLE I. Name

The name of the institution is Capital University.

ARTICLE II. Confession of Faith

The confession of faith of Capital University shall be the Christian faith as expressed by the Evangelical Lutheran Church in America.

ARTICLE III. Church Relationship

The university shall be an institution of the Evangelical Lutheran Church in America (ELCA), with responsibilities for governance and administration of the university vested in the board of trustees. The university shall maintain primary formal relationship with the six Synods of Region VI of the ELCA (Southern Ohio, Northwestern Ohio, Northeastern Ohio, North/West Michigan, Southeast Michigan, and Indiana-Kentucky), and with all expressions of the ELCA.

ARTICLE IV. Aim and Purpose

Aligning with the educational values of Lutheran higher education, the aim and purpose of the university shall be:

To exist as an academic community of diverse interests.
To be dedicated to the free pursuit of knowledge through a shared experience in living and learning, always emphasizing the students’ rights and opportunities to grow in freedom and responsibility.
To realize the value of the traditional liberal arts, and at the same time, recognize that education may be directed toward some particular professional or personal goal and must offer both the student and the graduate the opportunity for a life of personal fulfillment and the challenge of service to others.
To look outward from the campus community to the larger community where the ultimate value of its dedication to the pursuit of knowledge and the development of meaningful vocations in the lives of its graduates must, in the end, be assessed.

ARTICLE V. Board Authority and Responsibilities

Section 1.The board of trustees shall have and exercise those corporate powers prescribed by law. Its ultimate authority is affirmed through its general, academic, and financial policy-making functions and its responsibility for the corporation’s financial health and welfare. The board of trustees shall exercise ultimate institutional authority as set forth in these bylaws and in such other policy documents it deems to be appropriate. These bylaws and other board policy statements shall take precedence over all other institutional statements, documents, and policies.

Section 2. The board of trustees shall have the authority to carry out all lawful functions that are permitted by law, these bylaws or by the articles of incorporation, and to establish the general policies of the university. This authority, in consultation with the president, shall include but shall not be limited to these illustrative functions:

Oversee and support the university’s mission and purposes.
Oversee academic programs, budgets and general administration, and employment of faculty and staff.
Appoint the president, who shall be the university’s chief executive officer, and set appropriate terms of the president’s employment, including compensation.
Support the president and annually assess his or her performance based on mutually agreed-upon goals and other criteria.
Review and approve proposed changes in the university’s academic programs and other major enterprises consistent with the university’s mission, plans, and financial resources.
Approve institutional policies on faculty appointment, promotion, tenure, and dismissal.
Approve faculty, staff, and administrative handbooks, which shall include personnel policies and procedures for university employees.
Approve the annual budget and tuition and fees, regularly monitor the university’s financial condition, and establish policy guidelines affecting all institutional assets, including the acquisition and investment of funds and the facilities.
Contribute financially to the university’s fund-raising goals, participate actively in strategies to secure sources of support, and authorize university officers to accept gifts or bequests subject to board policy guidelines.
Oversee the master facilities plan and the university strategic plan.
Authorize any debt financing and approve the securitization of loans.
Authorize the construction of new buildings and facilities, and major renovations of existing buildings and facilities.
Authorize the purchase, sale, and management of land, buildings, or major equipment.
Monitor and oversee the university’s process for managing institutional strategic risks.
Approve such policies that contribute to an environment in which students can learn and develop their abilities.
Approve such policies that protect academic freedom and contribute to an environment in which faculty can teach, pursue their scholarship, and perform public service.
Approve all earned and honorary degrees through the faculty and president, as they shall recommend.
Conduct biennial assessment of the board’s performance.

ARTICLE VI. Membership of the Board of Trustees

Section 1. The board of trustees shall consist of no fewer than fifteen (15) and no more than thirty-four (34) voting members, with a goal of twenty-one (21) voting members. In support of the university’s affiliation with the Evangelical Lutheran Church in America (ELCA), at least three (3) of the voting members shall be church-related, and will include a Synod Bishop representing Region VI or a designee of the bishops, the chair of the Seminary Advisory Board, and a clergy of the ELCA. The president of the university shall be, at all times throughout his or her term of office, a member of the board of trustees.

Section 2. New trustees and incumbent members of the board of trustees who are eligible for reelection normally shall be elected at the board’s annual meeting by a majority of the trustees then in office. Any unfulfilled term may be filled through a special election at any meeting of the board of trustees. An unfulfilled term occurs upon death, resignation, or removal.

Section 3. Trustees elected prior to the June 2018 board meeting who are in their third or fourth term shall complete their board service at the end of their current term. Trustees elected prior to the June 2018 board meeting who are in their second term shall be eligible for reelection for one additional three-year term, and trustees in their first term shall be eligible for reelection for up to two additional three-year terms , subject to an end of term assessment of performance and recommendation by the governance committee for reelection. Trustees elected after the June 2018 board meeting shall serve for three-year terms and shall be eligible for reelection to a maximum of three full consecutive terms, subject to an end of term assessment of performance and recommendation by the governance committee for reelection. Trustees who have left the board in good standing shall be eligible for reelection following a one-year hiatus. If a trustee’s term expires while the trustee is serving as an officer, the trustee’s term shall continue until the expiration of his or her term as an officer.

Section 4. All trustees serve at the pleasure of the board. A trustee may be removed from office by an affirmative vote of a majority of the trustees. Removal may occur, among other reasons, for failure to attend two consecutive meetings during a term without qualified excuse as determined by the board.

Section 5. The governance committee, through its nominations subcommittee, shall recommend candidates for election or reelection to the board in consultation with the president of the university and the chair of the board. A slate of candidates, with biographical information for each prospective trustee candidate, shall be provided to all trustees at least 20 days before the meeting of the board of trustees at which an election is scheduled. All trustees shall be elected by the board of trustees.

Section 6. The following constituent representatives shall be ex officio members of the board of trustees, with voice but no vote, and shall not be counted as part of quorum determinations: the president of the Alumni Advisory Board; the chair of the Law School Board of Counselors; the chair of the University Faculty Executive Committee; the president of Student Government; the president of the Student Bar Association of the Law School; a representative from the ELCA church-wide organization; and the Director of the Center for Faith and Learning. These constituent representatives shall have the right to attend and participate at all meetings of the board of trustees except when the board enters executive session.

ARTICLE VII. Officers of the University

Section 1. The officers of the university shall be the chair, vice chair, secretary, treasurer, the president, the provost, and the vice presidents. The chair and vice chair, shall be trustees, whereas the treasurer and secretary need not be members of the board. The university president is the chief executive officer of the university, and shall not serve as chair, vice chair, secretary, or treasurer.

Section 2. All officers shall serve at the pleasure of the board of trustees, except for the vice presidents who shall serve at the pleasure of the president in consultation with the chair of the board of trustees.

Section 3. The terms of office for officers of the university may vary as provided elsewhere in these bylaws. The board may approve the appointment of other officers upon recommendation of the president.

ARTICLE VIII. Terms and Responsibilities of the Chair and Vice Chair of the Board of Trustees

Section 1. The chair and vice chair each shall be elected upon recommendation of the governance committee to a three-year term, and shall not be eligible for reelection. Vacancies may be filled at any time by a majority vote of the members of the board, but election shall normally take place at the annual meeting.

Section 2. The chair shall preside at all board and executive committee meetings, have the right to vote on all questions at board and executive committee meetings unless the chair has a conflict of interest, appoint committee chairs and vice chairs, determine the composition of all board committees (with the exception of the executive committee), and otherwise serve as the spokesperson for the board, and represent the board at university and other functions. He or she shall serve as chair of the executive committee, and ex officio member of all other standing committees of the board, and have other duties as the board may prescribe from time to time. In the event that the chair resigns before completion of his or her term, the vice chair will succeed to the position of chair for the remainder of that term.

Section 3. In the absence of the chair, the vice chair shall perform the duties of the office of the chair, including presiding at board and executive committee meetings. The vice chair shall also serve as the chair of the nominations subcommittee. He or she shall have other powers and duties as the board may from time to time prescribe.

Section 4. It is the expectation of the board that the vice chair will succeed to the position of chair at the end of the chair’s term, subject to the agreement of the vice chair, recommendation of the governance committee, and election by the board.

Section 5. At the completion of the chair’s term, he or she shall serve a one-year term as a voting trustee in the position of immediate past board chair.

ARTICLE IX. Terms and Responsibilities of the Secretary

Section 1. The secretary shall be elected upon recommendation of the governance committee to a three-year term if the individual is a trustee, and shall be not be eligible for reelection. If the individual is not a trustee, he or she will be appointed to the position by the board without an end to the term, but will serve in this position at the pleasure of the board and can be removed without cause by the board. A vacancy may be filled at any time by a majority vote of the members of the board, but election or appointment shall normally take place at the annual meeting.

Section 2. The secretary shall ensure that bylaw amendments are promptly made as necessary, that minutes of board and executive committee meetings are accurate and promptly distributed to all trustees, that meetings are properly scheduled and trustees notified, that board policy statements, minutes, resolutions and other official records are properly maintained and certified when necessary, that board membership lists and terms of trustees are maintained, and that official reports or documents of the board or executive committee are appropriately communicated, including reports to the ELCA and the ELCA Synods to which the university is related. The secretary shall perform other duties as prescribed from time to time by the board.

ARTICLE X. Terms and Responsibilities of the Treasurer

Section 1. The treasurer shall be elected upon recommendation of the governance committee to a three-year term if the individual is a trustee, and shall not be eligible for reelection. If the individual is not a trustee, he or she will be appointed to the position by the board without an end to the term, but will serve in this position at the pleasure of the board and can be removed without cause by the board. Vacancies may be filled at any time by a majority vote of the members of the board, but election or appointment shall normally take place at the annual meeting.

Section 2. The treasurer shall ordinarily be responsible for authorization of disbursements, maintenance of an accurate accounting of all funds received and expended, provision of financial reports to all trustees in a timely manner for review and discussion as appropriate, supervision of investment of endowment and other funds, execution of contracts and documents as legal representative of the board and university, and preservation of appropriate documents and records. The treasurer shall perform other duties as prescribed from time to time by the board.

ARTICLE XI. Term, Authority, and Responsibilities of the President of the University

Section 1. The president serves at the pleasure of the board of trustees for such term, compensation, and with such other terms of employment, as it shall determine.

Section 2. The president shall be the university’s chief executive officer. His or her authority is vested through the board of trustees and includes responsibilities for all university educational and managerial affairs. The president is responsible for leading the university, implementing all board policies, keeping the board informed on appropriate matters, consulting with the board in a timely manner on matters appropriate to its policy-making and fiduciary functions, and serving as the university’s key spokesperson. He or she has the authority to execute all documents on behalf of the university and the board of trustees consistent with board policies and the best interests of the university. The president serves as an ex officio member of all board committees.

Section 3. The president shall be, at all times throughout his or her term of office, a member of the board of trustees.

Section 4. During a prolonged incapacity or absence of the president, or upon the vacancy of that office, the board of trustees or its executive committee if so authorized by the board, shall appoint an acting or interim president.

ARTICLE XII. Terms, Authority, and Responsibilities of the Vice Presidents

Section 1. The president shall appoint a provost and vice presidents in consultation with the chair of the board of trustees. The vice presidents shall serve for such terms and have such authority and responsibilities as the president shall determine. The provost and vice presidents in their respective areas of responsibility shall serve under the direction of and subject to the authority of the president.

ARTICLE XIII. Meetings

Section 1. The board of trustees shall hold at least three regular meetings annually on such dates and at such places as it shall determine. The annual meeting for the purpose of electing trustees and officers shall be the first regular board meeting scheduled after June 1 of each year. The chair or secretary of the board of trustees shall send written notice of the time and place of the meetings to all trustees at least ten days prior to the date of the meeting.

Section 2. Special meetings may be held at the call of the board chair, the president, or any five trustees. The chair or secretary of the board of trustees shall send written notice of such special meetings to all trustees, along with a clear statement of purpose, at least ten days in advance. Business at such special meetings shall be confined to the stated purpose.

Section 3. A quorum for the transaction of business at meetings of the board of trustees or its committees shall consist of a majority of their respective regular, voting members. Except as otherwise provided in these bylaws or the articles of incorporation, a majority vote of those trustees present with a proper quorum shall constitute proper action.

ARTICLE XIV. Action Without a Formal Meeting

Any action required or permitted to be taken by the board of trustees or by any committee thereof may be taken without a formal meeting. Meetings may be conducted by mail, electronic mail, fax, conference call, or in any other way the trustees decide. A written summary of the actions taken shall be filed with the minutes of the proceedings as soon as is practical.

ARTICLE XV. Committees

Section 1. The board shall establish such standing and ad-hoc committees as it deems appropriate to conduct its business and discharge its responsibilities. Each standing committee shall have a charter with a written statement of purpose and primary responsibilities as approved by the board and such rules of procedure or policy guidelines as it or the board, as appropriate, approves. Each standing committee shall review such charters for their appropriateness and adequacy biennially. Each ad-hoc committee shall have a charge of responsibilities as approved by the board when it creates the committee, which shall include an end date for existence of the ad-hoc committee.

Section 2. The chair of the board of trustees, in consultation with the president, shall have the responsibility to appoint the chairs, vice chairs, and members of all board standing committees for one-year renewable terms. All committee chairs, vice chairs, and voting members shall be trustees. The term and full responsibility and authority of the appointed committee chairs will commence at the end of the meeting at which they are appointed, which shall ordinarily be the annual meeting, unless such other time is specified by the board chair. Committee chairs and vice chairs are limited to a maximum of three consecutive one-year terms in those positions.

Section 3. Each committee shall have an officer of the university or member of the administrative staff, as designated by the president, to assist it with its work. Each standing committee shall meet at least three times annually and report regularly on its work and recommendations to the board of trustees.

ARTICLE XVI. Composition, Purposes, and Responsibilities of the Executive Committee

Section 1. The executive committee’s voting members shall consist of the board chair, vice chair, the chairs of the standing committees of the board, the university president, and one trustee appointed by the chair as an at large member. When the chair of a standing committee is unavailable, the vice chair of that committee may attend the executive committee meeting and vote in place of the standing committee chair. The immediate past board chair shall be an ex officio member of the executive committee, with voice but no vote, while serving in that position.

Section 2. The purpose of the executive committee is to: (1) organize and coordinate the work of the board; (2) support the president and assess his or her effectiveness in leading the university; (3) oversee the work of board committees, and the university’s planning process and progress of planning goals; and (4) act for the board when the board cannot be convened, or the action cannot or should not be deferred to the board’s next meeting.

Section 2.1. The committee shall have authority to act for the board of trustees on all matters except for the following, which shall be reserved for the board: presidential selection and termination; trustee and board-officer election; changes to the bylaws, charter or articles of incorporation; incurring of corporate indebtedness; sale of university assets or tangible property; adoption of the annual budget; and conferral of degrees. The executive committee shall report any action it takes to the board. These bylaws or other board policies may reserve other powers for the board of trustees.

Section 3. The executive committee meetings shall be convened by the chair, and shall normally meet at least three times a year or as often as is necessary to conduct its business. The chair shall ensure that minutes are taken and distributed to all trustees. A majority of voting trustee committee members shall constitute a quorum.

ARTICLE XVII. Composition, Purposes, Responsibilities of the Governance Committee

Section 1. The governance committee’s voting members shall consist of a committee chair, a vice chair, and up to 5 additional trustee members, all of whom shall be appointed for renewable one- year terms by the board chair in consultation with the president. The committee may have faculty, staff and student ex officio members who shall have the right to attend and participate, with voice but no vote, at all meetings of the committee except when the committee enters executive session.

Section 2. The purpose of the governance committee is to: (1) develop and monitor policies that assist the board in fulfilling its fiduciary responsibilities; (2) develop, monitor, and administer the university bylaws and board committee charters; (3) recruit, develop and assess trustees and leaders; and (4) assess board effectiveness, promote a culture of effectiveness, and provide ongoing board development.

Section 2.1. The governance committee shall have a nominations subcommittee which is responsible for recruiting new trustees, assessing trustees, recommending trustees for election or reelection, and monitoring the diversity and skills needs of the board.

Section 3. The committee shall meet as often as is necessary to conduct its business, but no fewer than three times annually. The chair shall ensure that minutes are taken, approved and maintained with board minutes. A majority of the committee’s voting members shall constitute a quorum; ex officio members shall not count toward the quorum determination.

ARTICLE XVIII. Composition, Purposes, Responsibilities of the Integrity and Compliance Committee

Section 1. The integrity and compliance committee’s voting members shall consist of a
committee chair and vice chair, and up to 5 additional trustee members, all of whom shall be appointed for renewable one-year terms by the board chair in consultation with the president.
All voting members of and advisors to the committee shall be independent and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of or advisor to the committee. The committee may have faculty, staff and student ex officio members who shall have the right to attend and participate, with voice but no vote, at all meetings of the committee except when the committee enters executive session.

Section 2. The purpose of the integrity and compliance committee is to: (1) assist the board in fulfilling its oversight responsibilities for the university’s system of internal control over financial reporting, and the external and internal audit process; (2) monitor and oversee the university’s compliance with laws, accreditation, regulations, and code of ethics; (3) monitor legal issues to support effective management; and (4) monitor and oversee the university’s process for managing institutional strategic risks.

Section 3. The committee shall meet as often as is necessary to conduct its business, but no fewer than three times annually with at least one meeting in connection with the preparation of the annual audit report to the full board. The chair shall ensure that minutes are taken, approved and maintained with board minutes. A majority of the committee’s voting members shall constitute a quorum; ex officio members shall not count toward the quorum determination.

ARTICLE XIX. Composition, Purposes, Responsibilities of the Organizational Sustainability Committee

Section 1. The organizational sustainability committee’s voting members shall consist of a committee chair and vice chair, and up to 5 additional trustee members, all of whom shall be appointed for renewable one-year terms by the board chair in consultation with the president. The committee may have faculty, staff and student ex officio members who shall have the right to attend and participate, with voice but no vote, at all meetings of the committee except when the committee enters executive session.

Section 2. The purpose of the organizational sustainability committee is to: (1) oversee the university’s business model to enable the university to thrive; (2) monitor the university’s resources – financial, physical, and human (employees and students) – to support the allocation of sufficient resources to carry out the university’s mission with excellence; and (3) assist the board in fulfilling its responsibility to allocate resources to advance the university’s mission.

Section 2.1. The organizational sustainability committee shall have an investments subcommittee which is responsible to monitor the management of the university’s investments to assist the board in meeting its fiduciary duty of sustaining the financial assets of the institution. All voting members of the investment subcommittee shall be independent and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the subcommittee.

ARTICLE XX. Composition, Purposes, Responsibilities of the Educational Excellence Committee

Section 1. The educational excellence committee’s voting members shall consist of a committee chair and vice chair, and up to 5 additional trustee members, all of whom shall be appointed for renewable one-year terms by the board chair in consultation with the president. The committee may have faculty, staff and student ex officio members who shall have the right to attend and participate, with voice but no vote, at all meetings of the committee except when the committee enters executive session.

Section 2. The purpose of the educational excellence committee is to assist the board in meeting its responsibility to: (1) oversee the educational program of the university, including curricular and extracurricular programs, to further the mission and vision of the university; (2) monitor the ability of the educational programs to deliver a high-quality experience for the students; and (3) oversee student learning outcomes that are expressions of the university’s mission and educational objectives.

ARTICLE XXI. Composition, Purposes, Responsibilities of the Institutional Mission and Identity Committee

Section 1. The institutional mission and identity committee’s voting members shall consist of a committee chair and vice chair, and up to 5 additional trustee members, all of whom shall be appointed for renewable one-year terms by the board chair in consultation with the president. The committee may have faculty, staff and student ex officio members who shall have the right to attend and participate, with voice but no vote, at all meetings of the committee except when the committee enters executive session.

Section 2. The purpose of the institutional mission and identity committee is to: (1) oversee that the university’s mission and purpose are employed effectively for sustaining the institution; (2) monitor how the university’s story is disseminated through the university’s communication, branding, outreach, partnerships, advancement, and external relationships to establish a position of strength in higher education and among university constituents; and (3) support the university in clearly expressing, acting upon and strengthening its core identity in all its external and constituent relationships.

ARTICLE XXII. Organization of the University

Section 1. The university shall consist of such colleges, divisions or schools as may from time to time be established by the board of trustees. The leaders of the academic units shall report to the provost of the university.

Section 2. The College shall be an academic unit of the university organized as a college.

Section 2.1. The College shall consist of such divisions, departments, and schools as the university shall designate. The division leaders, department chairs, and school deans of the College shall report to the provost of the university along with the leaders of the other academic units of the university.

Section 2.2. The departments and schools of the College may choose to have non-fiduciary advisory boards, if approved by the provost. These boards should serve as a connection to the key external constituencies of the department or school, and provide advice and support to the department or school and its students. Diversity of representation, such as gender, race and ethnicity, shall be considered in the membership of these boards to reflect the broad reach and mission of the College and the department or school.

Section 3. The Capital University Law School shall be an academic unit of the university organized as a school.

Section 3.1. The Law School shall have a Dean of the Law School, who is the chief administrative officer of the law school, and who shall hold appointment as a member of the faculty with tenure. The dean is appointed by the president of the university in consultation with the law school faculty. The dean shall report to the provost of the university along with the leaders of the other academic units of the university.

Section 3.2. The Law School shall have a non-fiduciary Board of Counselors; whose role is to be advisory to the law school leadership. The mission of the Board of Counselors shall be to serve the law school as a connection to the community, as an adviser to the dean, and as an advocate for the school, its mission, and its students. The Board of Counselors shall be comprised of alumni and non-alumni representatives invited by the law school dean to serve as members. Diversity of representation, such as gender, race and ethnicity, shall be considered in the membership of the board to reflect the broad reach and mission of the school. The chair of the Board of Counselors shall be an ex officio member of the university’s Board of Trustees with voice but no vote.

Section 4. Trinity Lutheran Seminary shall be an academic unit of the university organized as a school.

Section 4.1. The Seminary school shall have a Dean of the Seminary, who is the chief administrative officer of the seminary and is on the roster of Ministers of Word and Sacrament of the ELCA. The dean shall be appointed by the president of the university in consultation with the seminary’s advisory board, the presiding bishop of the ELCA, and the appropriate churchwide unit. The dean shall report to the provost of the university along with the leaders of the other academic units of the university.

Section 4.2. The Seminary shall have a non-fiduciary Seminary Advisory Board, which shall be separate from the university’s Board of Trustees, and shall relate to the ELCA Church Council through the appropriate churchwide unit. The role of the Seminary Advisory Board is to be advisory to the seminary leadership, and to provide non-binding advice and recommendations to the university’s Board of Trustees. The mission of the Seminary Advisory Board shall be to serve the seminary as a connection to its churchwide constituency, as a trusted adviser to the dean, and as an advocate for the school, its mission, and its students. The Seminary Advisory Board shall consist of 15 members who shall be recommended by the seminary dean and the provost, and approved by the president, with the chair of the Seminary Advisory Board elected by the Board of Trustees of Capital University in consultation with the president. The members of the Seminary Advisory Board shall be nominated as described herein:

Six members shall be nominated by the ELCA Church Council upon recommendation of the appropriate churchwide unit after consultation with the Seminary Advisory Board;
Two members shall be ELCA Bishops from among the Synods of Region VI, and the Bishops shall select from among themselves;
One member who shall serve as chair of the Seminary Advisory Board and also be a voting member of the university’s Board of Trustees, will be nominated by the ELCA Church Council, upon recommendation of the appropriate churchwide unit after consultation with the Seminary Advisory Board;
The remaining six members to be from the six supporting synods, one from each synod, nominated by the Seminary Advisory Board in consultation with the supporting synods; and
At least 60 percent and no more than two-thirds of the advisory board members shall be lay persons;
Diversity of representation, such as gender, race and ethnicity, shall be considered in the membership of the board to reflect the broad reach and mission of the school;
The seminary dean shall serve as an ex officio member, with voice but not vote; and
Students and employees of the university are not eligible to serve as voting members of the advisory board.

The term of each member of the Seminary Advisory Board shall be three (3) years, renewable once. Appointment or election to more than two (2) years of an unexpired term shall be construed as one full term. Initial terms shall be arranged in such manner as to provide for the appointment or election of a portion of the advisory board every year.

Section 4.3. The seminary programs of Trinity Lutheran Seminary shall be governed consistent with the policies established by the ELCA Church Council for unincorporated seminaries affiliated with the ELCA.

ARTICLE XXIII. Faculty

The faculty of the university, as defined in the faculty bylaws, shall make recommendations to the administration and the board of trustees to establish or discontinue departments of instruction, to determine courses of study, and to establish the requirements for admission and graduation.

ARTICLE XXIV. Students

Students of the university, by their application for admission and registration as students, agree to abide by the standards and regulations governing the academic and community life of the university. Failure to abide by such standards and regulations constitutes just cause for disciplinary action including probation, suspension, or dismissal as provided in the student handbook and other university documents. Students are entitled to all rights and privileges provided in the student handbook and university documents.

ARTICLE XXV. Nondiscrimination

The university is committed to providing a nondiscriminatory environment for all students and employees. Members of the university community have the right to be free from discrimination, and all members of the university community are expected to conduct themselves in a manner that does not infringe upon the rights of others. The university reaffirms its long-standing philosophy and principles of non-discrimination, non-harassment and non-retaliation for protected characteristics for all members of the university community. The university, consistent with this position and in compliance with applicable federal, state, and local law, shall maintain policies and procedures in implementation of this bylaw.

ARTICLE XXVI. Indemnification

Members of the board of trustees and officers of the university shall be entitled to indemnification in the defense of any criminal or civil action or proceedings as provided by law or by such procedures, not inconsistent with law, as the board may adopt. Other employees of the university may be so indemnified on such terms and conditions as the board may approve.

ARTICLE XXVII. Conflict of Interest

It is the policy of the university to disclose conflicts of interest which may adversely affect the performance of duty by its trustees, officers, faculty, and other employees. Policies and procedures in implementation of this bylaw, as approved by the board of trustees, shall provide that all trustees and officers of the university, and other personnel so designated, shall file disclosure statements with the office of university counsel on an annual basis.

ARTICLE XXVIII. Seal

The university will use a seal with such designs and inscriptions as the board of trustees shall deem proper and by which diplomas, certificates, and all legal documents shall be authenticated.

ARTICLE XXIX. Review and Amendment of Bylaws

Section 1. These bylaws may be changed or amended at any meeting of the trustees by a two- thirds vote of those present and voting, if a quorum is established and provided notice of the substance of the proposed amendment is sent to all trustees at least 20 days before the meeting.

Section 2. These bylaws shall be reviewed periodically by the governance committee. The governance committee shall recommend any necessary changes to the board of trustees.

Section 3. Amendments to these bylaws that affect the authority or integrity of Trinity Lutheran Seminary as a seminary of the ELCA shall be submitted, upon recommendation of the appropriate unit of the churchwide organization, to the ELCA Church Council for approval.

Adopted by the Capital Board of Trustees on: June 6, 2011

Amended by the Capital Board of Trustees on: February 21, 2014

Amended by the Capital Board of Trustees on: October 30, 2015

Amended by the Capital Board of Trustees on: December 19, 2016

Amended by the Capital Board of Trustees on: November 2, 2017 (01.01.2018 effective date)

Amended by the Capital Board of Trustees on: February 22, 2019

Amended by the Capital Board of Trustees on: February 12, 2021