TBS Board Handbook
The most recent version of this document is available for viewing and printing on the TBS website under “About – TBS Documents.”
The Bible Seminary 2655 S Mason Road Katy, TX 77450
281-646-1109 (Phone)
Introduction
The Bible Seminary (TBS) is an independent, non-denominational, 501(c)(3) charitable institution of higher education incorporated in Texas in 2010 to offer training for laity and vocational ministry professionals. On-campus and Distance Education programs include Bible Certificate and Vocational Ministry Certificate non-degree programs, as well as Dual Degree Completion, Master of Arts, and Master of Divinity degree programs. The seminary is an Accredited member of the Transnational Association of Christian Colleges and Schools (TRACS), a member of the National Council for State Authorization Reciprocity Agreements (NC-SARA) approved to offer Distance Education, a member of the Council for Higher Education Accreditation (CHEA), an approved CEU provider for the Association of Christian Schools International (ACSI), and an accredited member of the Evangelical Council for Financial Accountability (ECFA). TBS aims to help nurture a biblically literate populace via comprehensive, strategic, Bible-based training. Faculty seek to integrate studies of the Bible with instruction in historical, theological, and practical disciplines critical to developing professional skills for life and ministry. Experiential education occurs through classroom instruction, study tours, hands-on ministry training, and community-based training with ministry professionals. Leadership includes Dr. K. Lynn Lewis, President; Dr. Scott Stripling, Provost and Vice-President of Donor Relations; Dr. Israel Steinmetz, Dean of the Graduate Programs and full-time Professor; numerous adjunct faculty, ministry professionals, and mentors who serve as part of the teaching team; and a Board of Trustees.
Accreditation
The Bible Seminary is a member of the Transnational Association of Christian Colleges and Schools (TRACS) [15935 Forest Road, Forest, VA 24551; Telephone: (434) 525-9539; e-mail: info@tracs.org] having been awarded Accredited Status as a Category III institution by the TRACS Accreditation Commission on October 26, 2020. This status is effective for a period of five years. TRACS is recognized by the United States Department of Education (USDOE), the Council for Higher Education Accreditation (CHEA), and the International Network for Quality Assurance Agencies in Higher Education (INQAAHE). For more information, visit TRACS.org. TBS is an Accredited member of the Evangelical Council for Financial Accountability (ECFA). Based on the ECFA Seven Standards of Responsible StewardshipTM, including financial accountability, transparency, sound board governance and ethical fundraising, ECFA accredits leading Christian nonprofit organizations that faithfully demonstrate compliance with the ECFA Standards pertaining to financial accountability, fundraising, and board governance. For more information, visit ECFA.org or call 1-800-323-9473.
The Bible Seminary is a participating member of the National Council for State Authorization Reciprocity Agreements (NC-SARA), a private nonprofit organization [501(c)(3)] that helps expand students’ access to educational opportunities and ensure more efficient, consistent, and effective regulation of distance education programs. For more information, visit NC-SARA.org.
Also see: Council for Higher Education Database of Accredited Institutions U.S. Department of Education Database of Accredited Institutions
Conflict of Interest Policy Disclosure and Acknowledgement Form
It is in the best interest of The Bible Seminary (TBS) to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This conflict of interest policy is designed to help directors and officers of TBS identify situations that present potential conflicts of interest and to provide TBS with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in operations of TBS.
1. Conflict of Interest Defined.
In this policy, a person with a conflict of interest is referred to as an “interested person.” For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:
a. A director or officer, including a board member, (or a family member of any of the foregoing) is a party to a contract, or involved in a transaction with TBS for goods or services.
b. A director or officer (or a family member of any of the foregoing) has a material financial interest in a transaction between TBS and an entity in which the director or officer (or a family member of the foregoing), is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
c. A director or officer (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with TBS.
Other situations may create the appearance of a conflict, or present a duality of interests in connection with a person who has influence over the activities or finances of TBS. All such circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the nonprofit are not compromised by the personal interests of stakeholders in TBS.
Gifts, Gratuities and Entertainment.
Accepting gifts, entertainment or other favors from entities or individuals can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence, or possibly would influence, the interested person in the performance of his or her duties. This does not preclude the acceptance of gifts of nominal or insignificant value, or entertainment of nominal or insignificant value, which are not related to any particular transaction or activity of TBS.
2. Definitions
a. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy.
b. An "Interested Person" is any person serving as an officer or member of the Board of Trustees of TBS or a major donor to TBS or anyone else who is in a position of control over TBS who has a personal interest that is in conflict with the interests of TBS.
c. A "Family Member" is a spouse, parent, parent of spouse, child or spouse of a child, brother, sister, or spouse of a brother or sister, aunt, uncle, niece or nephew, of an interested person.
d. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person’s or Family Member's judgment with respect to transactions to which the entity is a party.
e. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to TBS is not a Contract or Transaction.
3. Procedures
a. Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
b. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
c. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
d. A person who has a Conflict of Interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote.
e. The person having a Conflict of Interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Trustees of TBS has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Trustees.
f. Interested persons who are not members of the Board of Trustees of TBS, or who have a Conflict of Interest with respect to a contract or transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the Chair, or the Chair's designee, any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect TBS’s participation in such contract or transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the Chair or the Chair's designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
4. Confidentiality
Each director and officer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to the interests of TBS. Furthermore, directors, officers, employees and volunteers shall not disclose or use information relating to the business of TBS for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
5. Review of Policy
a. Each director and officer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so.
b. Annually each director and officer shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to TBS. Any such information regarding the business interests of a director, officer, employee or volunteer, or a Family Member thereof, shall be treated as confidential and shall generally be made available only to the Chair, the President of the Corporation, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
c. This policy shall be reviewed annually by each member of the Board of Trustees. Any changes to the policy shall be communicated to all staff and volunteers
Basic Conflict of Interest Disclosure and Acknowledgement Form
Date: _______________
Name: ________________________________________________________
Position: _______________________________________________________
Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest between TBS and your personal interests, financial or otherwise:
_____ I have no Conflict of Interest to report
_____ I have the following conflict of interest to report (please specify other nonprofit and for-profit boards you (and your spouse) sit on, any for-profit businesses that may conduct business with TBS for which you or an immediate family member are an employee, officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own): 1.___________________________________________________________________________ 2.___________________________________________________________________________ 3.___________________________________________________________________________ 4.___________________________________________________________________________
I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of TBS.
Signature: _____________________________________________________
Date: ________________________
I. Mission of The Bible Seminary
The mission of The Bible Seminary is captured in the following key scripture, purpose, focus statement, and foundational principles and values.
Key Scripture – “They read from the Book of the Law of God, making it clear and giving the meaning so that the people could understand what was being read.” (Nehemiah 8:8)
Mission – The Bible Seminary exists to glorify God by training Christian believers in a context of biblical community in all 66 books of the Bible so that they can serve the local church and fulfill the Great Commission by the power of God’s Spirit.
Focus Statement – It is the focus of The Bible Seminary to train graduate students seeking to earn an accredited degree for vocational ministry.
Foundational Principals and Values
Lordship – Because He is Lord (Philippians 2:11), we will continually ask Jesus Christ to sit on the throne of the seminary and on the throne of the lives of its faculty, administrators, and students for the glory of God (1 Corinthians 10:31).
Bible – Because the Bible is the fully true Word of God (2 Timothy 3:16), we will offer and require the study of all 66 books of the Bible before graduation with a degree. We will seek to creatively integrate classical theological disciplines and ministry training by studying books of the Bible (i.e. Church History will begin with the Book of Acts and keep going; Pastoral Leadership will come through the study of the Pastoral Epistles; Systematic Theology will flow out of the study of the Pauline Epistles)
Prayer – Because apart from Him we can do nothing (John 15:5), we will continually seek to plug into the Vine Jesus Christ through yielding to Him in prayer. We will offer a unique emphasis on prayer including classes on prayer, a school of prayer, prayer faculty, and multiple prayer opportunities in the life of the seminary.
Unreached Peoples – Because the return of Christ awaits the evangelization of all people groups (Matthew 24:14), we will keep our eyes on the unreached peoples of the world and train our students to have a heart for the fulfillment of the Great Commission (Matthew 28:18-20) by seeking to reach millions of souls for Jesus Christ.
Local Church – Because the local church is God’s plan (Matthew 16:18), we will be based in the local church and have a symbiotic relationship of service and training with local churches and parachurch ministries.
Community – Because we were created for community (Genesis 1:26; Romans 12:5), we will seek to build a campus-based fellowship where the “one anothers” of Scripture are lived out, where authenticity and accountability are practiced, and where integrity is modeled and taught.
Compassion – Because God has a huge heart for the poor and overlooked (Mt. 25:31-46), we will strive to motivate, equip, and train students to minister to “the least of these” as a lifestyle.
II. Powers, Responsibilities and Duties of Board of Trustees
It is the responsibility of the Board of Trustees (“Board;” any reference to a “Director” or “Trustee” in these bylaws or the Certificate shall be one and the same) to formulate and approve all policies of the seminary and to delegate and authorize all legal and business matters necessary to execute and implement those policies. The Board exercises supervision through the President, who administers the policies, and is directly accountable to the Board. The Board shall seek God's will in all matters of stewardship, recognizing that the institution stands only on the basis of faith in God and is maintained by faith and prayer. The duties of the Board include, but are not limited to the following:
Determine, sustain, and advance the mission of the Seminary through appropriate policies and personal investment.
Selection, election, and dismissal of the Seminary President.
Review the strategic plan and ensure that the plan is consistent with the mission of the Seminary.
Ensure the Seminary’s compliance with local, State, and Federal regulations.
Ensure adherence to accrediting criteria.
Approve annual operating budget.
Authorize the purchase, sale, and management of all land, buildings, and other substantial interest in or of property.
Approve the construction of new buildings and major renovations of existing buildings.
Authorize the incurring of debt (other than minor purchases on account that may be incurred in the ordinary course of business).
Authorize all changes in tuition and fees.
Authorize officers or agents to accept gifts or bequests on behalf of the Seminary.
Guard the trust of gifts to the Seminary specified for property, buildings, and equipment.
Confirm appointments of Vice-Presidents or equivalent or higher.
Approve the basic purpose of all Handbooks, the initial version, and any major modifications of same.
Establish standards for ordination.
Approve any major changes in the educational programs (consistent with mission).
Authorize committees and sub-committees to act on behalf of the Board of Trustees.
Authorize and oversee subsidiary boards that it deems necessary to create.
Perform annual assessments of: 1) the Board of Trustees performance and effectiveness, and 2) biblical foundations documents.
Act on behalf of the institution in business matters including but not limited to the matters listed above, and any other legal or financial matters necessary in the best interest of the institution.
III. Board of Trustees Selection and Election
The Nominating Committee, as defined in Section X, herein, shall recommend members for the Board at the annual meeting. Upon a simple majority vote of each individual nominee, the nominee shall become a Board member and serve a term as defined in Section VII.
Qualifications of Board of Trustees nominees include persons 21 years of age or older, mature Christians of reputable and verifiable character, prominent in church and/or community leadership, competent to perform the duties of a Board of Trustees member, willing and committed to serving a designated term if elected, and willing to adhere to, advance, embrace, and support the doctrine, ethos, and mission of The Bible Seminary on an annual basis.
Representation on the Board of Trustees should include both males and females of various cultural, denominational, ethnic, experiential, and professional backgrounds. Geographical proximity representation in relation to the physical location(s) of the seminary should include Board of Trustees members who live and work locally, regionally, and, eventually, nationally and perhaps internationally.
The method of selection of nominees begins with an annual solicitation of the names of potential nominees from current Board members and other seminary constituencies, typically via e-mail and during live meetings, such as the Fall Board meeting. In consultation with current Board of Trustees members, Nominating Committee members determine prospective upcoming position openings, review potential nominees, conduct research, and agree on a priority order and plan of action for determining a slate of nominees. The Nominating Committee then votes on a slate and presents the final candidate list for review during the Winter Board meeting. Following affirmation or denial of candidates on the list, between the Winter and Annual Board meetings, designated Board members and/or representatives contact approved nominees for Board membership. Agreeable nominees are then confirmed by the Nominating Committee, invited to attend the Annual Board meeting, and officially voted on and confirmed (or denied) during the Annual Board meeting. See “Board Activity Calendar” (p. 21).
IV. Membership and Officers of Board of Trustees
The size of the Board will be at the discretion of the board. The Board shall be composed of a minimum of 3 voting members and a maximum of 31, always in odd numbers.
Board membership shall include the following positions:
Chair
Vice-Chair
Secretary/Treasurer
The President of the seminary is an ex officio member of Board.
Even number of at-large members, the minimum of which is determined by the Board, to insure that there is an odd number of voting members
The first three positions listed shall comprise the Officers of the Board of Trustees: Chair, Vice-Chair and Secretary/Treasurer.
V. Duties of Board of Trustee Officers Chair
The Board Chair presides over the Board, chairs the Executive Committee, and is an ex officio member of all standing committees. He/she is responsible for annually nominating the chair and members of the standing committees and shall perform all duties incident to such office, including, but not limited to, preparation of Board meeting agendas in collaboration with the Seminary President.
Vice-Chair
The Board Vice-Chair shall perform duties as delegated by the Chair. In the event that the Chair is absent, under investigation for termination, or is unable or unwilling to perform his/her duties, he/she shall perform all duties of the Chair. If the Chair is removed from office, the Vice-Chair shall perform his/her duties until a new Chair is elected.
Secretary/Treasurer
The Board Secretary/Treasurer shall be responsible for the giving of proper notice of all meetings of the Board of Trustee and the keeping a record of the appointment of all committees of the Board. The Secretary/Treasurer shall be responsible for recording and preserving the minutes of all meetings of the Board and Special Committees. The Secretary/Treasurer will be responsible for all documents committed to the care of the Board. The Secretary/Treasurer is responsible for notifying the appropriate persons defined in the actions taken by the Board. The Secretary/Treasurer shall be responsible to manage and account for all Board related expenditures.
VI. Duties of Board of Trustee Members
Trustees shall be dedicated Christians whose godliness, honesty and wisdom will enable them to contribute to the governance of the corporate mission. Any person nominated for a Trustee position shall fully embrace and adhere to the Seminary’s Ethos and Doctrinal statements. Each elected Trustee will acknowledge annually, by signature, their understanding of the importance of and willingness to adhere to these statements. Trustees may not have a conflict of interest in serving on the Board that results in financial or other personal advantage. Trustees will be required to annually sign a document containing the conflict of interest policy verifying that no conflicts of interest exists. Trustees shall also participate in the financial support of the Seminary and encourage others to do the same.
VII. Tenure
Members elected to the Board shall be divided into three classes so that no more than one-third (1/3) of the trustees are elected each year. The normal term for a trustee shall be three (3) years. Any Trustee, except the Chair, that has served two consecutive terms must observe a one year mandatory period of renewal before becoming eligible for an additional term. The Chair shall serve for terms of three years, but is not subject to the one year mandatory period of renewal.
VIII. PARLIMENTARY PROCESS
Section 1 – Meeting Frequency
The Board shall meet a minimum of three times per year. Normally, meetings will be held in the fall, winter, and spring, with notification by the Secretary/Treasurer at least 30 days in advance of each scheduled meeting. Special meetings can be called the Board Chair or by 1/3rd of Board members with a notice given no less than 10 days prior to the meeting. In circumstances in which an immediate response is prudent, the Board Executive Committee can approve meetings of the Board by telephone conference call or e-mail. Decisions reached through such meetings shall require a quorum (Article IV, Section 3) and follow the normal rules for Board meetings, including the taking and archiving of minutes, which must be approved at the next regularly scheduled Board meeting.
Section 2 – Annual Meeting
The annual meeting shall be held no later than May 31st of each year for the purpose of electing officers, receiving reports from committees, and approving the annual budget for the subsequent Academic Year (August 1 – July 31). Other business that arises may also be conducted at the annual meeting. Minutes of the meeting shall be recorded and filed with the Secretary.
Section 3 – Quorum
A majority of voting members shall constitute a quorum at any regular, annual or special meeting.
Section 4 – Manner of Giving Notice
Whenever, under the provisions of any statute, the Certificate or these Bylaws, notice is required to be given to any trustee or committee member, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail or other electronic communication if permitted by the Texas Business Organizations Code, or by United States mail, postage prepaid, addressed to the director or committee member at such person's address as it appears on the records of the Corporation. Any notice required or permitted to be given by United States mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mail, as aforesaid. Any notice required or permitted to be given by facsimile or by electronic mail shall be deemed to be given upon successful transmission of such facsimile or of such electronic mail.
Section 5 – Waiver of Notice
Whenever any notice is required to be given to any trustee or committee member under the provisions of any statute, the Certificate, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice, unless attendance is solely for the purpose of objecting to the meeting for lack of notice.
Section 6 – Actions without Meetings
Any action required or permitted to be taken at any meeting of the Board or the members of a committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the trustees or all of the committee members, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.
IX. EXECUTIVE COMMITTEE
Section 1 – Membership
The Executive Committee is comprised of the:
Chair with one vote.
Vice-Chair with one vote.
Secretary/Treasurer with one vote
President with voice, but without a vote.
Chief Financial Officer with voice, but without a vote
The Chair of the Board is Chair of the Executive Committee. the positions named above shall be limited to one vote.
Section 2 – Duties
Any individual who holds more than one of The Executive Committee shall conduct the affairs of Board between meetings and is subject to the orders of the Board. No acts of the Executive Committee can conflict with actions taken by the Board. The Executive Committee recommends to the Board any needed changes in the bylaws with any such proposal being sent to Board at least 30 days in advance of a meeting. The Executive Committee has the authority to issue and/or approve contracts and approve financial transactions other than substantial contracts or transactions which shall require Board approval. The Executive Committee shall act as the Nominating Committee with duties outlined in Article VI, Section 2 (4). The Executive Committee will initiate an annual assessment of the Board of Trustees performance and effectiveness and report the outcomes to the full Board with recommendations for changes/improvements when needed.
Section 3 – Meetings
The Executive Committee shall meet as often as necessary to transact the business of the Board. Meetings can be called by either the Chair or three (3) members of the Executive Committee. The meetings can be private, conference calls, faxes and emails for routine business. The Secretary shall submit minutes of its sessions to the Board and all actions shall be subject to the approval of the Board.
X. STANDING AND SPECIAL COMMITTEES
Section 1 – Purpose of Standing and Special Committees
The purpose of Standing and Special Committees is to make recommendations to the Board in the following functional areas:
Finance and Investment
Financial Audit
Campus Development
Nominations
Board members serving on these various committees shall liaise with the President and his/her faculty and staff to work issues that are placed before the Board for approval by the Board at meetings. The Standing Committees shall meet at least once per year. The benefits of having the committees are:
Streamlined Board meetings and approval process
Collaboration and collective wisdom between the Seminary Board and Administration when studying issues that require Board approval
Insuring that all recommendations to the Board are aligned with the purpose and foundational principals of the Seminary as set forth in the bylaws.
Provide a check-and-balance of powers to help insure that a high level of integrity and transparency always exists at all levels of the Seminary.
Section 2 – Standing Committees Finance and Investment Committee
This committee shall recommend to the Board a policy for sound financial and investment management for the Corporation. This committee reviews the budgets prepared and presented under the direction of the President, and recommends an annual operating budget for Board approval. The committee reviews financial performance, and assesses the adequacy of financial procedures and internal controls. This committee is responsible for care and disposition of funds including annuities, endowments and other investments.
Audit Committee
This committee recommends an independent auditing firm and oversees annual audit and presents a report and recommendation to the Board at the annual meeting.
Campus Development Committee
This committee has oversight of any current or future campus master plan including the identification and acquisition of property. This committee recommends policy to the Board for facility maintenance and information technology infrastructure.
Nominating Committee
This committee oversees recruitment of officers of the Board and determines the qualification guidelines. The committee is responsible for orientation of new members and insures that all candidates review and embrace without reservation the Ethos and Doctrinal Statements. The committee recommends trustees to serve on standing and special committees and helps identify and recruit at-large members to participate in those committees. Upon a vacancy in the Board, the Nominating Committee is responsible to identify replacement candidates to be nominated and elected at a Board meeting.
Section 3 – Membership
Membership of Standing Committees (excluding Audit & Nominating Committees)
Each position has a one-year commitment beginning and ending at each annual Board meeting. The Chair appoints all positions after consultation with the Nominating Committee. There must be a minimum of two Board members on each standing committee. At-large non-Board members are allowed with voting rights on their committee. The Standing Committee Chair must be a voting member of the Board. The President of the Corporation is ex officio member.
Note: Treasurer of Seminary is non-voting member of Finance and Investment Committee
Membership of Audit Committee
Each position on the Audit Committee has a one-year commitment beginning and ending at each annual Board meeting. The Chair appoints all positions after consultation with the Nominating Committee. There will be three Board members on the Audit Committee. No member of Finance & Investment or Executive Committee can serve on Audit Committee. The Chief Financial Officer shall serve as a non-voting member of the Audit Committee.
Membership of Nominating Committee
All members of the Executive Committee serve as members on the Nominating Committee.
Section 4 – Special Committees
Special Committees can be formed by the Board to address other school business. Special Committees are appointed by the Chair and require a Board approved resolution. The term for Special Committees are one- year, but can be extended by Board approval. At least one Trustee must participate in a Special Committee and the Chair must be a Trustee. Additional Trustees and at-large, non-Board members can serve on Special Committees.
XI. Faculty & Student Representation
A member of the faculty and a student body member may be nominated by their peers to the President for attendance in open Board meetings. Both the Faculty and student representatives will be excused by the Chair when matters of a confidential nature or potential conflict of interest are discussed. Both the faculty and student representatives must also fully embrace, and acknowledge by signature, the Ethos and Doctrinal Statements of the Seminary.
XII. Trustee Emeritus
Any Board member that has served at least two or more full terms, and no longer wishes to commit to additional service terms, can be considered for Trustee Emeritus status. Appointment to this position requires unanimous vote of the Board at a regular meeting. A Trustee Emeritus is honored for their distinguished service being given the privileges of the floor with voice, but without voting rights. Trustee Emeritus members cannot make up more than 1/3rd of the Board and cannot serve as a chair on any standing or special committees, although they may serve on those committees.
XIII. Amendments to Bylaws and the Ethos and Doctrinal Statements
Amendments to the Bylaws including the Ethos and Doctrinal Statements of the Corporation can only be considered during regular or annual meetings. The recommended amendments must be furnished to all Board members at least 30 days prior to the meeting. Approval of such amendments to any of the Bylaws, including the Ethos Statement and/or the Doctrinal Statement of the Bylaws of the Seminary requires approval by vote of at least 2/3rd of all voting Board members. A Board member is eligible to vote for amendments to the bylaws only if they are present during the meeting in-person or by video conference.
XIV. Indemnification
Each Board member, corporate officer, faculty member, and staff member of the institution shall be indemnified by the Corporation against all expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding to which he or she has been made a party by reason of his or her having such position with the Seminary, except in relation to matters in which such Board member or Seminary employee shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Each Board member who is not also an employee is considered a volunteer pursuant to Section 84.004 of the Civil Practice and Remedies Code of the State of Texas.
XV. Conflicts of Interest
A Board member shall be considered to have a conflict of interest if he/she:
a) has existing or potential financial or other interests that might reasonably appear to impair independent, unbiased judgment in the discharge of responsibilities to the institution,
b) is aware that a member of his or her immediate or extended family has such existing or potential financial or other interests,
or c) any member of the member's family is an officer, director, employee, member, partner, trustee, or controlling stockholder in any organization which has such existing or potential financial or other interests.
All Board members shall disclose fully to the Board any possible conflict of interest at the earliest practical time. No Board member shall participate in discussions on or vote (nor attempt to exert his or her personal influence either at or outside the meeting) on any matter under consideration at a Board or committee meeting in which such Board member has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Board member having a conflict of interest abstained from voting. Any Board member who is uncertain whether a conflict of interest may exist in any matter will notify the Board of such potential conflict as well as all material facts related thereto. The Board shall then inquire and determine whether such a conflict exists, without the Board member having such potential conflict involved in the discussion (except that, at the request of the Board, the director who has a conflict of interest may meet with the Board to disclose material facts and to respond to questions). If the Board determines that a conflict exists, then such member shall abstain from the discussion and any vote on the matter.
XVI. Family Relationships between Board Members and Full-time Faculty/Staff
In an effort to prevent any favoritism, special treatment or potential conflict, no candidate can serve on the Board if he or she has a direct family member who is a full-time employee of the Seminary. In the same way, no individual can become a full-time employee of the Seminary if a direct family member is currently serving on the Board. A direct family member is defined as a parent, child, spouse, sibling, brother or sister in-law, mother or father in-law, aunt, uncle, niece or nephew.
XVII. Termination
Any Trustee can be removed from their office for the following infractions:
1) Upon remunerated employment by the Seminary (with exception of President who is an ex officio member of the Board)
2) His/her actions and behaviors no longer adhere to the Ethos and Doctrinal Statements
3) He/she is no longer in “good standing” with the Board. Good standing means that the Trustee is actively supporting the Board with his/her interest, ideas and presence at meetings and on committee assignments.
If a situation as listed above is alleged against a Trustee, the first course of action is for the one bringing the charge to confront the Trustee directly with the accusation. If this approach is not welcomed by the Trustee or the circumstance is not adequately explained or resolved, the following investigation and removal process shall apply.
A special Investigation Committee will be formed comprised of three (3) Board members appointed by Chair. The accused Trustee may make a personal presentation, face the one(s) bringing the charge and has right of non-legal representation before the Investigation Committee makes its recommendation. The accused Trustee may choose to resign voluntarily at any time during the investigation and removal process at which time the process shall cease. Removal of a Trustee shall be by two-thirds of the members voting in person or by proxy at any regular or special meeting of the Board of Trustees upon the recommendation of the Investigation Committee.
In the event the charge is made against the Chair, then at a regularly scheduled or specially called meeting, at least one-third (1/3rd) of the Board members must vote to appoint a special Investigation Committee comprised of three (3) Board members appointed by the Vice-Chair. The Chair and remaining Board members must be made aware in writing that an Investigation Committee has been appointed. The Chair may make a personal presentation, face the one(s) bringing the charge and has right of non-legal representation before the Investigation Committee makes its recommendation. The Chair may choose to resign voluntarily at any time during the investigation and removal process at which time the process shall cease. Removal the Chair shall be by two-thirds of the members voting in person or by proxy at any regular or special meeting of the Board of Trustees upon the recommendation of the Investigation Committee.
XVIII. Self-Evaluation Procedures
Board self-evaluation includes receipt of a personal copy of this “Board Handbook” (which includes powers, responsibilities, and duties of members, officers, and committees), participation in a new Board member orientation either prior to or shortly after joining the Board (usually a one to two hour session conducted by the Board Chair and President), and an annual review of job assignments, descriptions, and plans during the annual meeting in May. The Board also participates in an annual “Board Assessment Survey” (see pages 38-39) taken electronically online, typically during the winter months. Results are reviewed and compiled by the Board Chair, and composite results presented to and discussed with the Board either during the annual Strategic Planning Retreat or annual Board meeting. Items that require actions plans are then discussed, planned and reviewed as agreed upon. Records of survey-related discussions and decisions are maintained in the Board minutes.
XIX. Job Descriptions
Board Member Job Description
The mission of The Bible Seminary (TBS) is captured in the following key scripture, purpose statement and focus statement.
Key Scripture – “They read from the Book of the Law of God, making it clear and giving the meaning so that the people could understand what was being read.” (Nehemiah 8:8)
Purpose Statement – The Bible Seminary exists to glorify God by training Christian believers in a context of biblical community in all 66 books of the Bible so that they can serve the local church and fulfill the Great Commission by the power of God’s Spirit.
Focus Statement – It is the focus of the Bible Seminary to train graduate students seeking to earn an accredited degree for vocational ministry.
Responsibilities: It is the responsibility of the Board of Trustees (“Board”) to formulate and approve all policies of the Corporation and to delegate and authorize all legal and business matters necessary to execute and implement those policies. Specific responsibilities include:
Determine and enforce TBS mission and purpose
Select Chief Executive
Provide financial oversight
Ensure adequate resources
Ensure legal integrity
Ensure ethical integrity Maintain accountability Ensure effective organizational planning
Strategic thinking and planning
Recruit and orient new board members
Represent organization to public
Fundraising and volunteerism
Determine, monitor and strengthen TBS programs and services
Support Chief Executive and assess his/her performance
Self-evaluation
Duties and expectations:
Ensure TBS remains true to its mission and purpose
Ensure TBS complies with all applicable federal and state laws
Actively participate in meetings and exercise best judgment
Set aside personal and professional interests
Financial giving to TBS
Review monthly and quarterly financial reports
Review auditors annual report
Do homework, review background material and legal documents
Take time to deliberate before voting
Determine Chief Executive compensation
Tenure and time commitment:
The normal term for a trustee shall be three years. Any Trustee, except the Chair, that has served two consecutive terms must observe a one year mandatory period of renewal before becoming eligible for an additional term. Trustees are generally expected to attend the Annual Board meeting held in May and regular meetings (total of three meetings per year), plus participate in committees as assigned and mutually agreed upon.
Board Chair Position Description
The Chair of the Board of Trustees Chair”) presides over the Board of Trustees (the “Board”) He/she is appointed by majority vote of the Board and serves at the pleasure of the Board. There is no term limit placed on the service of the Chair.
Direct Reports:
The Chair maintains open communication with the President (the “CEO”). Unfettered two-way communication with all executive Vice Presidents (“COO” and “CFO”) is also expected.
Position Summary:
The Chair leads and oversees the operations and affairs of the Board. The Chair facilitates good governance by focusing the work of the Board on governing and performing its oversight role of Administrative Officers of The Bible Seminary. Further, the Chair builds an effective Board team and inspires the Board to set the mission and strategic direction of the Corporation. The Chair works to ensure that the Board functions properly, meets its obligations and responsibilities, and fulfills its mandate as set forth in the Corporate Bylaws and as otherwise determined from time to time by the Board.
Specific Responsibilities:
• Together with the CEO, the Chair represents the Corporation to internal and external groups and constituents such as local communities, chartered units, other non-profit organizations, media, and federal, state and local government.
• The Chair will build a strong, effective and well balanced Board and Committees, and works to ensure succession planning for them by leading the Nominating Committee to identify, actively recruit, solicit, evaluate, and select candidates for membership to the Board and to make appropriate Committee and leadership assignments.
• The Chair will work to ensure an effective relationship between the Board and Administrative Leadership and, in so doing, will be the liaison between the Board and President. The Chair will ensure that the roles and responsibilities of the Board and Administrative Leadership are understood by all so that boundaries between Board and Administrative Leadership responsibilities are respected.
• The Chair oversees the performance evaluation and compensation of the CEO by conducting an annual review of the CEO and discussing the review with the Board.
• The Chair leads the Board, Administrative Leaders, faculty and students in creating and maintaining an appropriate corporate governance culture.
• The Chair provides direction and advice to the CEO and on corporate wide priorities and financial, reputational, business, brand, and partnering risk management.
• The Chair shall, if present, preside over all meetings of the membership, the Board of Trustees and the Executive Committee of the Board of Trustees and conduct the meetings in an efficient, effective and focused manner.
• The Chair shall manage the affairs of the Board by: establishing the agenda of the Board in consultation with the Vice Chairmen, Committee Chairs, Secretary/Treasurer, CEO, and Administrative Leadership; working to ensure that the Board and its Committees have adequate resources to support their work, in particular, timely and relevant information in advance of meetings; and by working to ensure that appropriate policies and procedures for the effective operation of the Board are in place, complied with, and properly reflected in corporate governance documents and published as needed.
• The Chair shall play a leading role, in conjunction with the President, in fundraising activities for The Bible Seminary.
Specific Roles:
• The Chair shall be the chair of the Board of Trustees.
• The Chair shall be the chair of the Executive Committee of the Board of Trustees.
• The Chair shall be the chair of the Nominating Committee of the Board of Trustees.
• The Chair shall appoint members of the Board to Standing and Special committees.
• The Chair shall chair the Annual Meeting and all other regular or special meetings. The Chair shall appoint a vice chair who shall preside over the Annual Meeting or other meetings in the absence of, or at the request of, the Chair.
Board Vice-Chair Position Description
The Vice Chair of the Board of Trustees (“Vice Chair”) is an officer of the company and a member of the Board of Trustees. He/she is appointed by majority vote of the Board and serves at the pleasure of the Board. Term limits placed on the service of the Vice Chair shall be as defined in the Bylaws of the organization.
Direct Reports:
The Vice Chair maintains open communication with the Board Chair.
Position Summary:
The Vice Chair shall perform all of the duties and responsibilities as set forth in the Board Chair’s position description in the absence of the Chair and/or until which time the Board elects a new Chairman, if appropriate.
Other Specific Responsibilities:
• Establish internal control guidelines for the board and the organization, including expenditure authorization guidelines.
• Work and coordinate special projects for the Board Chair and the Board of Trustees.
• Participate and coordinate potential donor opportunities.
Specific Roles:
• The Vice Chair shall be the vice chair of the Board of Trustees.
• The Vice Chair shall participate in other Standing and Special committees as appointed.
Board Secretary/Treasurer Position Description
The Secretary/Treasurer of the Board of Trustees (“Secretary/Treasurer”) is an officer of the company and a member of the Board of Trustees. He/she is appointed by majority vote of the Board and serves at the pleasure of the Board. Term limits placed on the service of the Secretary/Treasurer shall be as defined in the Bylaws of the organization. The Secretary/Treasurer is also a member of the Executive Committee of the organization.
Direct Reports:
The Secretary/Treasurer maintains open communication with the Board Chair.
Position Summary:
The Board Secretary/Treasurer shall be responsible for the giving of proper notice of all meetings of the Board of Trustee and the keeping a record of the appointment of all committees of the Board. The Secretary/Treasurer shall be responsible for recording and preserving the minutes of all meetings of the Board and Special Committees. The Secretary/Treasurer will be responsible for all documents committed to the care of the Board. The Secretary/Treasurer is responsible for notifying the appropriate persons defined in the actions taken by the Board. The Secretary/Treasurer shall be responsible to manage and account for all Board related expenditures.
Specific Responsibilities:
Maintain the records of the Board and ensure effective management of the organization’s records.
Manage the minutes of all Board meetings.
Ensure that the minutes are distributed to the members of the Board in a timely manner after each meeting.
Be sufficiently familiar with the organizations formation and other legal documents to comment on applicability during Board meetings.
Manage the finances of the Board.
Administrate fiscal matters of the Board.
Ensure development and Board review of financial policies and procedures, as well as assist the President and the Board in the development of the annual budget.
Maintain all of the legal documents of the organization (articles of incorporation, bylaws, etc.).
Perform all duties and responsibilities assigned to the members of the Executive Committee (as defined in the Bylaws of the organization).
Specific Roles:
Member of the Board of Trustees.
Member of the Executive Committee.
Serve as a non-voting member of the Finance and Investment Committee.
Serve as a member of the Nominating Committee.
XX. Board Activity Calendar
Annual Board Meeting: May
a. Approved Capital and Operating Budget
b. Approve new Board members
c. Name Committee Chairs & members
d. Name Board Officers
e. Board and Administrative Leadership:
i. Report on assessment of biblical foundations documents and schedule follow- up as needed
ii. Sign: 1) Covenantal Documents Form, and 2) Conflict of Interest Policy Acknowledgement Form
II. Activity between Annual meeting and Fall meeting
a. Review budget and update for student count and financial giving if necessary
b. Update long-range plan
c. Conduct annual audit
d. Prepare Form 990
III. Fall Board Meeting
a. Review budget forecast. Adjust for student count if necessary
b. Review long-range plan
c. Review and approve annual audit
d. Solicit nominees for Board membership
e. Review of Form 990 for Board awareness
IV. Activity between Fall and Winter Board meetings
a. Board Chair will need to contact existing Board members with expiring terms and invite them to return with concurrence of Nominations Committee
b. Nominations Committee to meet to discuss and set the Board renewal plan
i. target number
ii. candidate names
iii. contact priority
iv. update information packet
c. Conduct Board annual self-assessment survey and prepare summary action plan
d. Conduct President annual assessment survey and prepare summary action plan
e. Prepare preliminary budget and review with Finance Committee
V. Winter Meeting
a. Present final candidate nomination list for Board membership
b. Review next year preliminary budget recommendation
c. Review Board annual self-assessment
i. Endorse action pland.
d. Review President annual assessment
i. Endorse action plan
VI. Activity between Winter and Annual Board meetings
a. Contact nominees for Board membership and fill target positions
b Conduct Board orientation dinner
c. Finalize annual budget
d. Set upcoming school year meeting calendar
e. Conduct Board Strategy Retreat
VII. Annual Board Meeting – same as I. above
XXI. Template - The Bible Seminary Board Meeting Agenda
Agenda
X:00 - Y:00 p.m. - Date Day, 20XX Location
Greetings and opening prayer
Student/Faculty testimony
Standing Agenda Meeting minutes from last meeting Calendar update
Update from President/Provost – XX minutes Academics Facilities Finances Marketing Personnel Other
Update from Standing and Special Committees Audit Committee – XX minutes Campus Development Committee - XX minutes Finance Committee – XX minutes Nominations Committee – XX minutes Special Committee(s) – XX minutes
Break – 10 minutes
Special Discussion Topics – XX minutes
Other business/float – XX minutes
Meeting assessment
Closing prayer and adjournment
XXII. Biblical Foundations Assessment
The Board is responsible for annually assessing the biblical foundations documents included in the Covenantal Documents, specifically the “Purpose,” “Core Values,” and “Doctrine.” This review should be conducted in conjunction with the annual Board meeting which includes the signing of the Covenantal Documents by each Board member each year.
The assessment process should include:
A. Prior to the Board meeting – A committee review of the purpose statement, core values, and doctrinal statement. This committee should be appointed by the Board Chair prior to this meeting with ample time given for review and preliminary conclusions shared with the Board prior to the meeting.
B. During the annual Board meeting
A recommendation to the Board pertaining to the status of the Covenantal Documents as either “Approved” or “Approved with recommendations for review.”
In the case of “Approved with recommendations for review,” the Board should initiate a formal process and timeline for research, reporting, review, and approval of any proposed revisions.
XXIII. Board Assessment Survey
The Bible Seminary Board of Trustees and select administrators annually participate in a "Board Assessment Survey" as part of the on-going process of determining institutional effectiveness. Beginning in January 2020, the Board moved from using a self-created assessment tool to using a Board Assessment tool created by the Evangelical Council for Financial Accountability (ECFA) entitled “NonprofitBoardScoreTM.” Participants answer the questions below selecting from the options of “Yes,” “No,” or “Not Sure.” Results are tabulated by ECFA and the summary sent to the TBS Board Chair for reporting back to the TBS Board.
Spiritual Atmosphere
1) Our board has a strong emphasis on prayer. We allocate appropriate times for prayer during our board meetings and encourage board members to pray for the ministry between board meetings.
2) Our board reads Scripture at the beginning of each board meeting and sometimes we read additional Scriptures during our meetings to listen together for God’s perspective on topics of discussion.
3) Our board recognizes the importance of discernment in the boardroom, dedicating time for silence, expectantly listening for the Spirit to speak, listening to each other, and listening to what is going on in the depths of our own souls.
4) Our board members take a posture of humble service characterized by openness, mutual trust, and respect in order to conduct our work and relationships with Christ-centered character.
5) Our board preserves the unity of the Spirit and the bond of peace and demonstrates spiritual depth by holding desires and opinions lightly.
6) Our board members understand their spiritual gifts, strengths and social styles to help them better connect to each other and to our senior staff members.
Board-Top Leader Synergy
1) Our board invests time for regular fellowship with each other and the top leader to maintain healthy relationships and to nurture camaraderie and commitment.
2) Our board members and top leader hold each other accountable to attend to their spiritual health by practicing various soul care exercises, such as spiritual direction, devotional reading, and prayer retreats.
3) Our board makes it a priority to protect the top leader's personal time, ensuring the top leader has a life outside the doors of the ministry.
4) Our board does a self-assessment after every board meeting to enrich engagement.
5) Our board annually reviews and approves the compensation (including fringe benefits) of the top leader. We also assess the compensation alongside comparable data at least every three years to maintain appropriate top leader remuneration.
6) Our board has a written emergency plan for the top leader transition and reviews it annually.
3. Intentionality
1) Our board meetings operate with a clear meeting agenda that reflects diligent preparation and aims at achieving the desired results with efficiency and effectiveness.
2) Our board has a dynamic written policies document such as a “Board Policies Manual” to ensure that both long-standing and any new board policies are easily accessible by the board and staff.
3) We use a Prime Responsibility Chart (PRC), or similar approach, to eliminate fuzziness between board and staff roles.
4) Our board is careful to focus on strategy and policy rather than on operational issues. Our goal is the 80/20 rule, spending 80% of our time looking ahead and 20% looking back.
5) Our board evaluates and prioritizes risks regularly, taking appropriate steps to mitigate significant risks, and trusting staff to address remaining risks and report accordingly.
6) Our board commits to protecting all of God’s children, regardless of age, within our community from abuse—verbal, emotional, physical, and sexual.
Faithful Administration
1) Our ministry has a conflicts of interest policy and applies it in every applicable situation, including recusing board members from the vote and the meeting when appropriate.
2) Our board has a keen awareness of federal, state, and local laws that apply to the ministry and are informed of the ministry’s compliance with these laws.
3) Our board monitors temporarily restricted gift balances to ensure timely use of these funds and adopts a gift acceptance policy which stipulates gifts that require board approval.
4) Our board prioritizes the protection of ministry assets by implementing appropriate financial controls to prevent physical and digital fraud.
5) Our board annually approves a reasonable operating budget that supports the ministry’s strategic plan, while maintaining adequate cash reserves, enabling the ministry to timely meet all of its financial obligations. Our board receives accurate and timely reporting that communicates financial trends, financial viability, reserves, and budget compliance.
6) Our ministry demonstrates accountability by making financial statements available upon written request and by pursuing peer accreditation, when appropriate, related to standards of responsible stewardship.
Structure and Style
1) The appointment of board members follows a process that aims at locating qualified servants, and the selection process for our board chair demonstrates the importance of the position.
2) The size of our board is conducive to efficient and effective board meetings that enable each board member to contribute. We only create and maintain standing committees that have a clear and essential function that is aligned with appropriate board governance roles and responsibilities.
3) The majority of our board members are independent (for example, not staff members or related to staff members or each other) and serve within term limits to ensure that the board’s composition stays fresh in relationship to the governance needs of the ministry.
4) The frequency of our board meetings has the right pace to engage the board in meaningful and clear agendas. The length and location of our board meetings is designed to maximize the board’s attention for the duration of the meeting.
5) For every agenda action item, the staff presents the board with the draft of a resolution to avoid crafting resolutions from scratch during a board meeting. The minutes of our board meeting are recorded on a contemporaneous basis and reviewed at a subsequent board meeting.
6) Our board has a formal orientation (or onboarding) process for new board members.
Culture
1) Our board has a high passion for the ministry’s mission, vision, and values. We ensure that our programs align with them.
2) All board members sign an annual commitment form to affirm in writing their willingness to fulfill their board responsibilities, including exhibiting self-discipline, trustworthiness, and proactive service by reading board materials in advance, faithfully attending, listening during meetings, and following- up on assignments.
3) We are lifelong learners who ask powerful questions in pursuit of information and perspectives to make informed decisions that honor our Lord Jesus Christ.
4) Our board members understand the difference between the governance hat, the volunteer hat, and the participant hat, and when to wear each hat, so their service models integrity and appropriateness.
5) The board demonstrates the importance of confidentiality, and members speak with one voice or not at all.
6) Our board members serve as role models for the ministry by functioning as a healthy, loving community of grace and truth.
For more information, contact The Bible Seminary at:
The Bible Seminary 2655 S Mason Road Katy, TX 77450
281-646-1109 (Phone)
© The Bible Seminary Board Handbook
Latest Revision: 10/3/2022
Current Version: Board-approved October 2022
Original Version: Board-approved January 2014