Here’s the short version of Friday’s Board of Trustees meeting:
The university president and governor are no longer voting members of the board. The governance reform package passed after minimal discussion, a back-and-forth between trustee Anthony Lubrano ’82 and Stephen Dunham, vice president and general counsel, about what, exactly, would constitute a breach of fiduciary duty that could prompt the removal of a trustee. Lubrano, who did not seem satisfied with the answers, voted no.
And the three alumni trustee candidates endorsed by Penn Staters For Responsible Stewardship—Barbara Doran ’75, William Oldsey ’76, and Ted Brown ’68—dominated the election. Each of their vote totals—15,085 for Doran, 13,940 for Oldsey, and 11,403 for Brown—more than doubled the total of the fourth-place finisher, incumbent Paul Suhey ’79, who had 4,521 votes.
(Penn State announced the results by candidate number, not in order of votes received, so they’re hard to read. Click here to read the results in order, courtesy of the Centre Daily Times.)
The longer version? That’s more complex, and something that’s going to play out over the coming months.
Several trustees made a point of saying that the governance package passed today isn’t the final word on reform. And the PS4RS sweep means that a growing number of people critical of how the board has handled the Sandusky scandal are now on the board itself. The board will also need to elect a new vice chair, because Stephanie Nolan Deviney ’97g was not re-elected, and the standing committee assignments could change, too.
Each of the winners, who will join the board in July, spoke afterward about issues that go beyond how Joe Paterno was treated by the university. Oldsey, who has spent his career in educational publishing, stressed that both he and Penn State were in the same business—“the business of education”—and mentioned World Campus, in particular, as an area of emphasis. Brown talked of the importance of commonwealth campuses and the need to pay faculty and staff better to recruit top talent. And Doran spoke of the need for term limits for trustees and her frustration that longtime members of the board were essentially grandfathered in on the 12-year limit.
All three also stressed the need to build relationships with the current board members, which they said was the best way to make change happen, and the importance of making current board members understand that PS4RS is not a fringe group.
“They’ve dismissed PS4 as this militant radical group, Franco Harris ’72 is crazy, all this kind of thing,” Doran said. “It’s much deeper than that. I’ve been on the (capital) campaign for five years; I know all sorts of donors. And when you’re running for the board and people think you have a shot at it you hear from a lot of people who feel it’s safe to speak up.”
Lubrano said afterward that the alumni trustees may begin caucusing together—and that all nine alumni trustees would be invited, although he wasn’t sure all would attend. That would include the three alumni trustees who were on the board during the Sandusky scandal, and whose terms expire in 2014: Marianne Ellis Alexander ’62; Jesse Arnelle ’55, ’62g; and Joel Myers ’61, ’63g, ’71g.
Other notes from the meeting:
—The election of agricultural trustees and selection of business and industry trustees also took place. Incumbent Keith Eckel will be joined by M. Abraham Harpster ’94, co-owner of Evergreen Farms in Spruce Creek, Pa. Karen Bretherick Peetz ’77 received another term as a business and industry trustee; she’ll be joined by Richard Dandrea ’77, a Pittsburgh attorney.
—After it became clear over the past week that the governance reforms would be voted on as a package, board chair Keith Masser ’73 received some criticism, given that he had indicated in testimony before the legislature that the reforms would be voted on individually. (He said the same to me after the March meeting.) He attempted to find a middle way during the meeting, announcing that there was a parliamentary procedure that would allow trustees to make a motion to exclude a provision from the vote. No one took advantage of it.
Masser said after the meeting that he shouldn’t have said that each change to the bylaws, standing orders, and university charter—there were dozens—would get an individual up-or-down vote. “It was impractical,” he said. “I wasn’t thinking when I made that statement. But that wasn’t really the intent of the question. The intent of the question was ‘Are you going to railroad this package through?’ That’s what I heard, and I wanted to be clear that no, we’re not railroading the package through.”
—Dunham, the university counsel, responded forcefully when questioned by Lubrano about the circumstances under which a trustee could be removed from the board. Lubrano pressed Dunham about whether the university had compared its proposed policy to those of other Big Ten universities and to define exactly what would constitute a breach of fiduciary duty.
Dunham said he thought that criticism of the provision was based on an earlier draft, which was linked to a code of conduct. “Including yourself, Trustee Lubrano, you talked about the ‘Lubrano rule,’ started talking about the code of conduct. That’s changed. This … clearly does not relate to any individual trustee, any individual.” And then, pausing after each word for emphasis, Dunham added: “It. Just. Could. Not. Be. More. Clear.”
—While the public comment section (moved to earlier in the meeting for the first time) had its usual complement of people who chastised the trustees for their response to the Sandusky scandal and/or asked for more board engagement with the public, a broader range of issues came up Friday. Prominent among them: the controversial gas pipeline to the West Campus Steam Plant, which is to be converted from a coal-burning plant.
Residents of State College protested the route for the pipeline, through a residential area, and Columbia Gas has since agreed to start over and work with Penn State to study other possible routes, including through campus. Trustee Myers commented afterward: “There is a feeling by some people in town that the university is arrogant, and I think we need to bend over backwards to articulate what we plan to do and get buy-in for these kinds of things.”
Lori Shontz, senior editor
During Thursday afternoon’s meeting of the Board of Trustees’ governance and long-range planning committee, when the committee members discussed proposed university governance reforms for the last time before they were forwarded to the full board for a Friday vote, trustee Joel Myers ’61, ’63g, ’71g wanted to know whether the package is “the most sweeping ever made in the history of Penn State.”
From most quarters on the committee, the answer was a resounding yes.
Frank Guadagnino ’78, an outside attorney from Reed Smith hired by Penn State for his expertise on governance issues, said that his historical research showed they were “right up there,” and he stressed that previous changes had been made incrementally. He called the package “the most comprehensive review and change found in the historical record.”
Board chair Keith Masser ’73 said he had recently attended an Association of Governing Boards conference, where he discovered that Penn State’s recent governance and compliance initiatives were being benchmarked. “Other universities are looking upon us for the changes we’ve made—they’re studying us,” he said. “That made a good feeling, coming away from that.”
That the proposed changes are particularly important was obvious just from looking around the room. The audience included two members of president’s council—senior vice president for development Rod Kirsch and vice president for administration Tom Poole—along with trustee Linda Brodsky Strumpf ’69 (who doesn’t serve on this standing committee), and at least four alumni candidates for the board: Bill Cluck ’82, Ted Sebastianelli ’69, Ted Brown ’68, and Bill Oldsey ’76. Trustee Anthony Lubrano ’82 popped his head in midway through but didn’t enter.
But really, not much happened. The committee voted unanimously to recommend approval of its governance reform package. Friday’s single up-or-down vote by the whole board will encompass all of the proposed changes to the bylaws, standing orders, and the university’s charter. A handful of spectators questioned the committee members before the meeting adjourned, mostly asking for more openness and engagement with the public; there was no back-and-forth about the proposed changes.
The major changes are already well-known: The university president and the governor would become non-voting members, the quorum will be increased from 13 to a simple majority, the number of trustees on standing committees will be reduced from six to five (because there are more committees).
Two pieces of the reform package are less well understood: the conflict of interest policy, and provisions increasing the amount of time a university employee must wait before joining the board and vice versa. Slowly, a clearer picture is beginning to emerge.
During the meeting, the committee highlighted the proposed increased waiting period for a university employee to become a trustee—five years, up from the current three. They did not, however, indicate that the reverse would also be true—that a trustee could not step down and immediately become an employee—and that has become a rallying point for many critics of the board.
Asked after the meeting by a group of reporters to clarify, neither committee chair Jim Broadhurst ’59 nor Paula Ammerman, the board’s secretary, were able to pinpoint where the latter provision was in the new bylaws, but they indicated it was there. The new language can be found in the board’s agenda by clicking here for the proposed changes. The exact language can be found under the conflict of interest policy, Section 8.12 in the proposed new bylaws (scroll down to page 53).
It says: “No Trustee may be employed by the University in any capacity before the fifth (5th) anniversary of the date on which such person last served as a Trustee, except as approved by action of the Board of Trustees.”
For comparison purposes, here’s the language for the employee-to-trustee transition, which is found in Section 2.02, Qualifications for Membership (page 18 in the link): “A person shall not be eligible to serve as a member of the Board of Trustees for a period of five (5) years from the July 1 coincident with or next following the date of (a) last employment in any capacity by the University or (b) the last day of such person’s employment with the Commonwealth of Pennsylvania as Governor, Lieutenant Governor, Auditor General, or State Treasurer.”
The difference, of course, is that the “except as approved … by the Board of Trustees” provision appears in the trustee-to-employee transition, but not the employee-to-trustee transition.
Guadagnino, the attorney, explained why after the meeting: “Hypothetically, you could have a situation where the president’s plane goes down, and you need a new president that day. And you decide, for whatever reason, it’s not the provost and it’s not some other officer—so somebody from the board needs to step in and become the president. That wouldn’t be terribly uncommon. It’s very, very unlikely, but who knows?”
The change would not be retroactive, meaning that former trustee David Joyner ’72, ’76g, ’81g would remain as athletic director. Even with the exception, Guadagnino said, such a move would be difficult in the future. “If the board, by majority vote, decides this is the best thing for the university, it’s not really different than anything else the board votes on by majority vote,” he said. “This is the rule; you’d have to really justify an exception.”
The conflict of interest policy itself—which was mentioned, but not discussed in detail, during the committee meeting—has been expanded as well. Broadhurst declined to comment on the policy afterward, telling reporters he didn’t want to miss any of the proposed policy’s many pieces. Guadagnino did comment, but he made sure to refer to the text and his notes for the same reason.
Guadagnino said he considers the conflict of interest change particularly significant; it’s “broader” now, he said. “It’s not just financial. It could be an employment relationship. It could be some family relationship. Anything that if somebody would conclude ‘That’s a conflict’ now has to be disclosed.”
The current policy, found in the current bylaws (click here to download a PDF, and scroll down to the bottom of page 8) runs for about a page, and stipulates that any trustee (or trustee’s spouse, dependent child, or partnership/organization) who has a “beneficial ownership” of 10 percent or more cannot enter into a transaction worth $10,000 or more with Penn State “unless the contract has been awarded through an open and public bidding process.” The policy also lays out a procedure for disclosure.
The new proposed bylaw is more explicit; it runs nearly five pages and specifically defines many of the terms. In Section 8.05 (page 50 in the link), it puts more responsibility on the university officials who may enter into such a transaction with a trustee: “The University official responsible for the matter must first conclude that it is in the best interests of the University to consider entering into such a contract or transaction.” It further states: “The written materials submitted to the board shall include a description of the contracting process, including the use of open and public bidding if possible and practical, and the official’s analysis of why it is in the best interests of the University to proceed with the agreement or relationship.”
Guadagnino also addressed, after the meeting, the proposed bylaw change that provides for removal of a trustee. The board always had the power to do so, he said, under section 5726 of the Pennsylvania Non-Profit Corporation law, but the proposed change spells out the procedure. “The law allows a board to remove a director, a trustee, for any proper cause set forth in the bylaws,” he said. “So we could have made it expansive, but limited it to breach of fiduciary duty. So that’s actually protective.”
The process, which is detailed in Section 2.03 (see page 19 in the link), requires a joint proposal to the board by the chair and the chair of the governance committee 30 days before removal is to be considered by the board. “A cooling-off period,” Guadagnino said, “if things get heated.” A supermajority vote—two thirds of the trustees—would then be needed to remove a trustee.
The proposed changes will be open for discussion by the full board before Friday’s vote.
Lori Shontz, senior editor
Toward the end of Friday’s Alumni Council meeting, members heard an update from Nan Crouter, chair of the Presidential Search and Screen Committee, which has begun identifying potential candidates to be Penn State’s next president.
This is not an opportunity that’s going to come along very often.
Searches for college presidents are extremely secretive. That’s because the candidates for these positions are generally in other high-profile positions, and they don’t want to be identified. Explained Crouter, who’s also dean of the College of Health and Human Development, “They get very skittish if there’s any whiff they might be interested.”
But the search is in an early phase, and with the university and the executive search firm it hired, Isaacson Miller, soliciting input from faculty, staff, students, and alumni, Crouter explained the procedure to council members and asked what they were looking for in the university’s next president. (Among the answers from council members: someone who can unite the Penn State community, someone who shares Penn State’s values, someone who can make the commonwealth campuses feel more a part of the entire university.)
The process involves two committees. Crouter leads the Search and Screen Committee, which includes administrators, faculty, students, and alumni, and which is charged with identifying a short list of candidates. That list then goes to the Board of Trustees’ Presidential Selection Council, which is chaired by Karen Bretherick Peetz ’77 and includes 12 trustees and Peter Tombros ’64, ’68g, chair of the current capital campaign. The latter committee will choose the president.
“We want to make sure,” Crouter said, “that no one gets on that short list that we don’t feel really good about.”
Crouter was asked about the two-committee system; the questioner was concerned about the possibility for confusion or conflict. She explained that the system had been used in previous presidential searches, and she added that the two committees have already met together. She said that four trustees will attend meetings of the search and screen committee, and that four members of the search and screen committee will attend meetings of the trustees committee.
She was one of three officials to speak with Alumni Council on Friday; president Rod Erickson and Board of Trustees chair Keith Masser ’73 also addressed the group. Each person spoke for about 10 minutes and took questions for another 10.
Other notes from the session:
—Masser updated Alumni Council on governance reforms that were presented by Jim Broadhurst ’65, chair of the governance and long-range planning committee, at the March trustees meeting and will be voted on at the May 3 meeting at University Park. (For background on the reforms, click here for a previous blog post.)
Among the items: removing the governor and president as voting members, increasing the quorum to a simple majority, term limits for trustees, a longer waiting period before trustees can become university employees and vice versa, and provisions for removing a trustee because of a conflict of interest or other conduct.
The last point prompted a question from council member Liz Bligan ’91, ’98g, who asked Masser about the perception that the final two proposed changes were designed to prevent specific people from joining the board or from staying on the board. She didn’t use their names, but she was referring to Jay Paterno ’91 and current trustee Anthony Lubrano ’82.
Masser answered that the reforms were consistent with best practices as defined by the Association of Governing Boards, one of the higher education groups with which the trustees had consulted. He added that at the May meeting, “a solid debate will come up.” Masser also said that this might not be the end of changes in how the university is governed. “Our self examination is far from complete,” he said. “To be clear, our entire board recognizes the need for continuous improvement.”
—President Erickson thanked the Alumni Association’s Grassroots Network for helping to mitigate potential cuts in Penn State’s state appropriation. Two years ago, Gov. Tom Corbett’s initial proposal was a 50 percent cut in state funding. Last year, it was 30 percent. (Neither proposal was adopted.) But this year, Corbett’s initial proposal was flat funding. “I never thought that would be my wildest good dream,” Erickson said, “but that’s been the case.”
Erickson did agree to a minimal tuition increase. That amount won’t be settled upon until the July Board of Trustees meeting.
—Erickson said his biggest concern is the prospect of budget cuts mandated by the federal sequestration. The full effects aren’t yet being seen, but Erickson said the best guess is that the university will lose between $40 and $50 million in federal research funding. Additional effects: lower Medicare and Medicaid reimbursements at Hershey Medical Center and cuts in student aid, particularly work-study programs.
Lori Shontz, senior editor
Just a reminder that the election for the three alumni seats on the Board of Trustees starts today, and that if you’re looking to study up on the candidates, you should visit our Three Questions project.
We asked each of the 39 candidates three questions about the issues Penn State is facing–about the presidential search, Board of Trustees reform, and the role of an alumni trustee. We have responses now from 37 of the candidates. An email glitch prevented one of the candidates, Ted Brown, from receiving the original invitation, but we’ve since remedied that and his answers are now online.
If you want a little more background on the project, you can check out my previous blog post.
We hope you’ll vote. If you didn’t get a ballot in your email, you can request one by emailing BOT@psu.edu and give your complete name at time of graduation (maiden name included), graduation year, college and major, current email address, and your mailing address. You get get more information by clicking here.
Lori Shontz, senior editor
You know, it wasn’t all that long ago that hardly anyone paid attention to the annual election for three alumni seats on the Board of Trustees. These days, however, most of the alumni I speak with know a lot about the election. And they want to know more.
That’s why, for the second consecutive year, we’ve put together what we call our “Three Questions” project.
We think it’s important for candidates to be on the record talking about the major issues and challenges that Penn State will be facing, and we think it’s important for alumni voters to understand the differences among the candidates. Although the number of candidates declined to 39 this year from 86 last year, it’s still hard to choose from so many. We hope this project will help alumni be informed voters in the election, which starts Wednesday, April 10, and ends at 9 a.m. Thursday, May 2.
We think of this as a voter’s guide, a place where alumni can get the information they need. We’ve given each candidate a page that includes an official bio and position statement (from the Board of Trustees’ website) and links to social media sites (be aware that you may need to be logged into Facebook or LinkedIn to get the full effect).
We have presented the responses just as the candidates wrote them—our only stipulation was that they stay under 250 words for each answer. A few people went over, and we did some light editing to make them fit. If we didn’t understand something, we contacted the author to clarify. But otherwise, as I wrote last year, their responses are unvarnished and unedited.
We’re thrilled that 36 of the 39 candidates, or 92 percent, took the time to respond. And we hope you’ll find this resource useful. Let us know what you think, either in the comments below or on our Facebook page.
Lori Shontz, senior editor
I’ve spent most of today reading and formatting responses for our “Three Questions” project, in which we invite the candidates for the three alumni seats on the Board of Trustees to answer questions about the future of the university and how they would approach their role as trustees. We did this for the first time last year, when an unprecedented 86 candidates participated in the election after being galvanized by the Sandusky scandal and the board’s response to it. It was so well received that we decided to do it again.
This year, there are 39 candidates for the election, which opens on Wednesday, April 10, and continues through Thursday, May 2. (You can request a ballot by emailing BOT@psu.edu, and you can click here for more information about the election. You’ll need to scroll down.) We’re thrilled that 35 of them took the time to answer our questions.
We’ll publish the entire package here on our blog on Thursday, April 4. We hope you’ll check back to inform yourself before you vote.
Lori Shontz, senior editor
If I heard the question once, I heard it a zillion times. You’re going where?
It was as if everyone I talked to had gone deaf as I explained that I was headed out of the country for spring break on assignment for the magazine. I was tagging along on a trip that’s unique in the Alumni Association’s extensive offerings of travel opportunities: Cuba.
No one could quite believe it. I understood why. I’ve set a goal of traveling to all 50 states and seven continents (11 states, two continents to go), and I’ve got an extensive list of countries I want to visit. But it had never occurred to me to add Cuba to the list. It didn’t seem possible.
It’s really hard for an American to go to Cuba. The United States hasn’t had diplomatic relations with Cuba since 1961, two years after Fidel Castro took power, and it imposed an economic embargo on the country in 1962—more than 50 years ago. Plus, the U.S. government restricts travel to Cuba by U.S. citizens, and the country is on the state sponsors of terrorism list. (Click here for a good primer on U.S.-Cuba relations from the Council on Foreign Relations.) If you go, you’re not a tourist on vacation—you are officially, by the terms of a license from the U.S. Treasury Department’s Office of Foreign Assets Control, a traveler participating in a people-to-people educational exchange. Those licenses aren’t easy to get, but the Alumni Association did it.
And believe me, the terms of the license matter. Our week in Cuba was wonderful—a life-changing experience, in some ways—but it certainly wasn’t a traditional vacation.
The 28 of us on the tour, including faculty host John Nichols, professor emeritus of communications, were on the move at 8 a.m. every day. We visited a senior home, a maternity home, an elementary school, a dance school, a synagogue. We listened to lectures. (And, in John’s case, gave them.) We didn’t see any beaches (although we did pose for a group picture at the Bay of Pigs after exploring the nearby museum about the failed CIA-backed invasion by Cuban exiles). And we couldn’t shop for souvenirs: The U.S. government restricts how citizens can spend their money, so we could bring home only items classified as educational materials: newspapers and books, music, and art. (Not, as I explained to everyone from my brother to the pastor of my church, cigars. My pastor was joking. I think.)
Now that I’m back, I repeatedly hear another question: What was it like?
It’s a simple question, but even after two weeks of reflection, I don’t have a ready answer.
Cuba was beautiful—blue skies, brightly colored buildings, fantastic old cars, music I’m still hearing in my head. (And in my office. As I’m writing this, I’m listening to an album that was one of my favorites even before the trip, Ibrahim Ferrar’s Buenos Hermanos, and a new favorite I brought home, Guajiro Natural by the late Polo Montañez.) It was photogenic, as you can see from the slide show at the end of this post.
Cuba was sad—people living in houses that were literally crumbling, and doctors and university professors working in the tourist business because they couldn’t make enough money in their original professions.
Cuba was friendly—full of passers-by wanting to try out their English (often, incredibly good; always, far better than my meager Spanish). I’ve never felt safer in a big city than I did in Havana.
Cuba was confusing—a system of two currencies, one (practically worthless) for Cubans, the other for foreigners. And it’s just hard to grasp that except for a handful of private restaurants, everything is owned by the government. We kept asking, “Who owns this restaurant?” or “Who pays for your college education?” and the Cubans kept looking at us as if we were crazy and saying, “The state.”
Most surprising of all, Cuba was familiar. I lived in Miami for about a year, and parts of the country, particularly sections of Havana, looked like my old neighborhood. Havana Vieja, the old city, which has been revitalized, had packs of tourists (from other countries, of course), and streets lined with buses—just as in any other major city. Who knew?
And Cuba was invigorating—already, I want to go back. I just need to learn some more Spanish.
As I’m sure you can tell, I’m still processing my notes and my thoughts. (Also: nearly 3,000 photos.) I’m writing a story for our July/August issue, and I’ve got a few more interviews to do. Our local guide told us on Day One that we were coming to Cuba to get answers, but that we would leave with more questions. Wow, was he right about that.
Lori Shontz, senior editor
For more than two and a half hours, everyone fidgeted in their seats, and the tension built. The Board of Trustees meeting plodded along. Through a long informational report on the Penn State Hershey Medical Center. Through a time-lapse video of the Penn State Hershey Children’s Hospital construction. Through a PowerPoint presentation about residence halls, one that touched on room and board fees.
The time scheduled for public comment, 3:45 p.m, came and went. Media checked their watches. Alumni speculated on Twitter about the board’s motive for dragging out the proceedings for so long.
And then, finally, what everyone was expecting—waiting for, really—happened.
Trustee Ken Frazier ’75, chair of the board task force that commissioned the Freeh report, defended Louis Freeh’s investigation in a full, public board meeting—and trustee Anthony Lubrano ’82, elected to the board 10 months ago because of alumni anger over the Sandusky scandal and how Joe Paterno was treated by the trustees, questioned the report’s validity.
Minutes later, during the public comment portion, five football lettermen, each wearing a sticker proclaiming himself “Member of the GRAND EXPERIMENT,” suggested that the trustees were driven by a hidden agenda, that they had failed in their leadership role, that they had opened the door to NCAA sanctions, that they had fractured the university community.
“The good news here,” said Mark Battaglia ’82, a center on the 1982 national championship team, “is that we’re losing. We didn’t lose. We’re losing badly. We need to change the strategy. You guys can do that. There’s still time.”
It was a moment that had been building, really, since the scandal broke 16 months ago, even before the Freeh report was released in July. Alumni anger intensified with the Freeh report, and then the release of the Paterno report last month seemed to mark another milestone. After more than a year of near-silence about the situation on Twitter, Jay Paterno ’91 and Scott Paterno ’97 began engaging with followers. More lettermen organized.
And Lubrano pushed his case harder Friday in the board’s public meeting.
First, Keith Eckel, chair of the legal and compliance committee, invited Frazier to “remind us what the thought process was surrounding the Freeh report.” Frazier largely repeated his defense of the report from Thursday’s separate committee meeting (the Centre Daily Times has a good summary here), although he did apologize for making an O.J. Simpson analogy: He had referred to Bill Cluck ’82, who had questioned him, as “one of the few people in this country that looks like you who actually believes the O.J. Simpson not guilty verdict was correct.”
On the Freeh report, Frazier said in part: “The facts are the facts. And the contemporaneous emails and other documentation are among the most important evidence produced. … The documents appear to show, in varying degrees, by date and by individual, that people who were in a position to protect kids did not do so.” And he reiterated his desire to not re-examine the Freeh report because that would be “rewriting history.”
Which prompted this response from Lubrano, who wants Louis Freeh and Dick Thornburgh, the former U.S. attorney general and Pennsylvania governor who wrote part of the Paterno family’s report, to meet with the board: “I understand that Ken says he doesn’t want to rewrite history. But I’m not sure history was correct.”
“This isn’t grandstanding,” Lubrano added. “This is a serious matter. This is a very, very serious matter. Like the rest of you, I love this institution. What I understand in dealing with the alumni community is this very simple fact: They too love Penn State. And they don’t feel that due process and truth was something we had here.”
That was the crux of the discussion between the two men. Among the other points they touched on was whether the engagement letter promising that Freeh investigators would turn over evidence to the state attorney general was irregular; Lubrano questioned it, but Frazier said such a clause is standard procedure when an investigation overlaps in time with an ongoing criminal investigation.
And then former football player Adam Taliaferro ’05, who has rarely spoken in full board meetings since he was elected 10 months ago, chimed in:
“I’ve been an active listener since I joined the board,” he said. “As you can see, we’ve got very smart people on this board and very different positions on the hows and whys. We all know what the ‘what’ is. I do believe that bringing in people and asking the hows and whys would help us, I think, move forward. I think we all want to move forward. For me, I know it would help me better understand each side. Because I come here with my own preconceived notions. It’s hard for me not to.”
This prompted Alvin Clemens ’59 to speak: “The problem here is there’s a bit of divide between the alumni and the board. We all won’t be on board until we somehow smoke this out.” He said he wanted to know why NCAA president Mark Emmert has repeatedly mentioned the 1998 incident, which was investigated by the authorities, and why state authorities weren’t monitoring Jerry Sandusky after that 1998 investigation, although no charges were filed.
At this point, 29 minutes after the legal committee report began with Frazier’s Freeh report explanation, Jim Broadhurst ’65 suggested that it was time to move on to the next item on the committee’s agenda. Many of the public in attendance booed, but the board did move on.
So what’s next? Will Freeh and/or Thornburgh be invited to address the board? Will the discussion continue?
Board chair Keith Masser ’73 said afterward that the way to bring any such item to the full board is to go through the appropriate committee—in this case, legal and compliance—and ask the committee chair to have the committee vote. (That’s what the governance and long-range planning committee did during its Thursday meeting with the changes to the board structure. But that’s a subject for an upcoming blog post.) He and vice chair Stephanie Deviney ’97g said they would assure that that would follow up with the appropriate chair, Eckel.
I feel like I end a lot of scandal- and trustees-related posts like this, but it’s always appropriate: Stay tuned.
Lori Shontz, senior editor
One difference between the Freeh report and the report of the Faculty Senate’s Special Committee on University Governance was made immediately apparent Tuesday afternoon by the committee’s chair, John Nichols. The cost of the Faculty Senate report, he said, was $100.58—for boxed lunches.
The Freeh report’s cost, by contrast, was adjusted upward to $8.1 million this week, so it’s no wonder Nichols’ accounting drew a loud round of applause at the Faculty Senate meeting. But Nichols, professor emeritus of communications and a former Faculty Senate chair, wanted to make clear that he wasn’t just pointing that out to be “smug.” He explained: “Internal expertise has been undervalued at Penn State—as at other universities.”
The Faculty Senate committee report hasn’t received as much attention as the two previous ones that made recommendations on reforming Penn State’s governing structure, one by former FBI director Louis Freeh, the other by former Pennsylvania auditor general Jack Wagner. But it’s a substantial report—scholarly and well written—and one that’s well worth a read for anyone who cares about Penn State. Click here to read and/or download it.
“The members of the Special Committee clearly have the perspective—some may say, bias—of loyal Penn State insiders and hereby acknowledge it,” the report says. “At the same time, it is hoped that the perspective evident in this report will complement as well as contrast that of outside agencies, consultants, and investigators who have recently passed judgment on Penn State based on a limited—and sometimes flawed—understanding of the institution.”
This understanding is evident from the beginning of the report, which documents Penn State’s growth—in size and in academic standing—over the past 40 years, and fleshes out the relationship between Penn State and the state of Pennsylvania, which is more complicated than many realize.
The report makes 23 recommendations, including adding two faculty members to the Board of Trustees, but it’s the discussions and rationales behind those recommendations that are particularly thought-provoking.
The gist is this: Penn State’s Board of Trustees would benefit from having members with specific experiences that would qualify them to be trustees—essentially, to understand how higher education works, which isn’t the same as understanding how a Fortune 500 company or a farm works—and that those qualifications, not what specific constituent group someone represents, should determine whether someone becomes a trustee. The report adds: “Further, the board should establish minimum qualifications for membership and a transparent and widely participatory nomination or vetting process to ensure the selection of qualified Trustees.”
Among the other points that stood out to me:
—Penn State’s board is “less diverse by gender, race, and ethnicity than for the average public university,” and that members are “on average significantly older” than those at other public universities.
—The changes in board composition recommended by Wagner would actually increase the governor’s influence on the board. Currently, the governor is a voting member, as are four members of the cabinet (political appointees) and six trustees who are gubernatorial appointments. Even removing the governor as a voting member (something that will be discussed during today’s Board of Trustees meeting in Hershey), still leaves about a third of the board under the governor’s control.
Wagner has also recommended removing the university president as a voting member (something else that will be discussed today). The committee writes, “these changes combined with the Auditor General’s formula for reducing the size of the board would significantly increase the external political control of the University and result in the complete loss of internal academic control.”
—The committee considers removing the university president as a voting member of the board as “largely a cosmetic change for the wrong reasons.” Their rationale: Penn State’s state-related status makes it a partly public, partly private university (the university receives only 4 percent of its budget from the state), and 76.4 percent of private universities do have the president as a voting member. They also write that “traditionally, the Board has reached important decisions informally,” taking voice votes in formal meetings, and that “until the full Board routinely holds roll-call votes on controversial and important matters in its public meeting, the question of whether the President has a formal vote does not seem especially significant.”
—The report notes that with 44 percent of Penn State’s trustees employed or previously employed in business, it’s natural for the board members to employ that lens as they make decisions. But it quotes from another report, by the Association of Governing Boards of Colleges and Universities, which stipulates the similarities between business and higher education but adds that universities “do not operate with a profit motive,” and that “they also differ from business in the sense that the processes of teaching, learning, and research often are at least as important as ‘the product,’ as measured by the conferring of degrees or the publication of research results.”
(Incidentally, we took a look at the Board of Trustees’ structure and how it compares to that of other schools in an infographic in our July/August 2012 issue. You can download a PDF of that infographic here.)
Obviously, the Faculty Senate’s special committee was formed in response to the Sandusky scandal and aftermath. But it didn’t set out to determine how events in that specific instance could have unfolded differently: “In considering its possible recommendations, the Special Committee asked whether such proposed changes would have made sense and benefited the University if the events of November 2011 had never occurred.” Nichols reiterated that point when asked a question about it at Tuesday’s Faculty Senate meeting.
The committee spent a long time studying the issue—the committee was formed in March 2012—and its report is wide-ranging. It lists five “overarching findings” that inform the entire 51-page document: (1) that higher education boards overall, and Penn State specifically, aren’t “fully conversant” on academic issues; (2) that Penn State’s top-down governance structure is incompatible with what’s supposed to be a shared governance system; (3) that the chance for substantial change has never been greater; (4) that change should be ongoing, not “one and done” in response to a crisis, and (5) this:
“Recovery from the recent crisis will be difficult—if not impossible—without a greater level of collaboration and communication among the Board, administration, faculty, and constituent groups, and such interactions must be conducted with the highest level of civility by all parties. This does not imply that there must be agreement on all matters, but rather that any disagreements must be resolved in an agreeable manner.”
Lori Shontz, senior editor
I can’t imagine that by Monday evening, there’s not a Penn Stater on the planet who doesn’t know the news: THON set another fundraising record: $12.3 million dollars.
That’s more than $2 million more than last year’s amount, which shattered the previous record. This year’s total ($12,374,034.46, to be precise) raised the total amount that THON has raised for the Four Diamonds Fund to more than $100 million since 1973. No wonder Penn Staters, who have been saddened by so much of what’s happened over the past 14 months, were jubilant when the total was announced.
But we figured that you might not yet have caught up on the terrific THON coverage, starting with the cover of The Daily Collegian, which you can see here. If you want to get a feel for what it was like to be there, through words and pictures, you’re going to want to check out the following:
Click here to read the main story in the Collegian and for a chart with THON milestones over the years, and go to the Collegian’s home page for links to more stories and more photos. If you want a PDF of the paper, you can click here.
If you want to relive THON as it happened, click here for Onward State’s live blog. (Of course, you’ll have to scroll to the bottom and scroll up should you want to go through the whole 46 hours in chronological order.) There are links to videos, photos, and blog posts here, as well.
The College of Communications goes all-out on THON, too. (Someday I’m going to count the number of student journalists covering THON. But I digress.) You can click here to see how 15 student photojournalists, working in shifts, covered the whole 46 hours, and you’ll also find links to daily coverage, too.
And if all of this makes you want to relieve the highlights from 40 years of THON, check out this history piece, which appeared in the February issue of AlumnInsider, a monthly publication of the Alumni Association.
Let us know about your favorite THON coverage in the comments.
Lori Shontz, senior editor