Governance Committee Wrestles with Reform—Again
The Board of Trustees’ governance committee began discussing the details of potential reforms on Wednesday afternoon. But what the trustees discussed isn’t yet known.
On Wednesday, at an extra meeting of the committee—called after the March meeting, when the trustees and governance consultant Holly Gregory spent a couple of hours discussing what data they needed in order to begin discussing reform—the trustees received a report benchmarking Penn State’s board with 20 peer institutions.
Gregory introduced the report today by saying that she and her associate Paige Montgomery had conducted more than 40 interviews, reviewed “a variety of reform proposals,” organized a January retreat for the Penn State board to identify goals and guiding strategies, and met with a legislative caucus in Harrisburg. “What’s become very obvious from all of these,” Gregory said, “is that a clear consensus on reform has not yet emerged. Nor does there appear to be a clear consensus on what are the underlying problems that we are attempting to solve by considering reform.”
The 29-page benchmarking summary report compares the structure, composition, and selection of Penn State’s board to Pennsylvania’s other three state-related universities (Pitt, Temple, and Lincoln), 14 Committee on Institutional Cooperation universities (the CIC is the highly regarded academic counterpart to the Big Ten and includes the University of Chicago), two private land-grant universities (Cornell and MIT), and Johns Hopkins.
(As usual, I feel compelled to point out that we at The Penn Stater benchmarked Penn State’s board against other Big Ten universities and land-grant universities in our July/August 2012 issue; click here for a PDF of our findings. I should also note that the Faculty Senate committee, which anyone who cares about governance issues should read, also did substantial work on benchmarking.)
No two boards are structured the same, but there tend to be consistent differences in how public vs. private universities are structured. For instance, private boards are larger—of the five that Gregory and Montgomery benchmarked, the median number of members is 64, with 55 having voting privileges. For the 15 public universities, the median size is 13, with 12 voting. As a state-related university, Penn State has characteristics of both public and private schools.
Among the consultants’ findings were these numbers on the percentage of the 20 peer institutions that include representatives from the following groups as voting members:
— Governor: 15 percent (Penn State’s board: no longer)
— Secretaries of state agencies: 15 percent (Penn State: yes)
— President/chancellor: 35 percent (Penn State: no longer)
— Student: 55 percent (Penn State: a student is traditionally appointed by the governor)
— Faculty: 10 percent (Penn State: no)
— Staff: 5 percent (Penn State: no)
— Alumni: 35 percent (Penn State: yes)
— Agriculture: 10 percent (Penn State: yes)
— Business: 5 percent (Penn State: yes)
The report also compares Penn State’s selection methods to the peer university group’s selection methods:
— Appointed by governor: 60 percent (Penn State: yes)
— Secretaries of state agencies: 25 percent (Penn State: yes)
— Appointed by legislature: 20 percent (Penn State: no)
— Elected by alumni: 15 percent (Penn State: yes)
— Selected by board: 45 percent (Penn State: yes)
— Elected by students: 20 percent (Penn State: no)
— Elected by statewide vote: 15 percent (Penn State: no)
— Elected by staff: 5 percent (Penn State: no)
— Elected by faculty: 10 percent (Penn State: no)
— Selected by Alumni Association: 20 percent (Penn State: no)
The committee had a brief discussion after several members noticed that the report indicates Penn State has about six fewer trustees who are alumni than it actually does. Board chair Keith Masser ’73 said, “It just makes me question—if this isn’t right, what else isn’t right?”
Gregory and Montgomery apologized and said the data was compiled from publicly available sources. I don’t know when they gathered their data—or what the composition of the board was then—but I just checked the Board of Trustees’ website, and there are several trustees without biographical information, including six who joined the board in the past year: Kathleen Casey ’88, Ted Brown ’68, Barbara Doran ’75, Bill Oldsey ’76, M. Abraham Harpster ’94, and Richard Dandrea ’77.
Including those trustees, there are 22 alumni serving on the board (nine who are elected by alumni).
After hearing the report today, the governance committee was divided into three separate breakout groups to spend an hour, behind closed doors, considering questions posed by the consultants. (Group one: trustees Keith Eckel, Dandrea, and Anthony Lubrano ’82; faculty representative Roger Egolf, and vice president for administration Tom Poole. Group two: trustees Masser, Jim Broadhurst ’64, Doran, and emeritus trustee David Jones ’54. Group three: trustees Carl Shaffer, Jesse Arnelle ’55, ’62g, Marianne Ellis Alexander ’62, and student representative Emily McDonald.
At the March committee meeting, Arnelle had asked whether the next meeting would be public, and attorney Frank Guadagnino ’78 said it depended on what was being discussed. Eckel said Wednesday that the small groups were not open because there was no quorum and because there were non-voting members present in each of the groups. Pennsylvania’s Sunshine Law says open meetings are required when there is “official action and deliberations by a quorum of the members of an agency.”
Each of the small groups was to consider the same questions and report a consensus back to the consultants; the results of their discussions aren’t yet known. Eckel said he would like to schedule another governance committee meeting between now and the July Board of Trustees meeting to further discuss potential recommendations. He hopes that the committee will be able to make reform recommendations to the full board in July but said that the complexity means it could stretch until September. The board needs at least 30 days’ notice before voting on changes to the university’s bylaws or charter.
The officially scheduled governance committee meeting is Thursday morning. More updates as events warrant.
Lori Shontz, senior editor