Posts filed under ‘Alumni Association’
They say, ‘Beware of Greeks bearing gifts,’ but the Penn State Alumni Association made an exception last week when Michigan State sent over a few gallons of their Nittany White Out in honor of National Ice Cream Month. (Yes, we were shocked, too, when we learned that the Spartans have a flavor named after Penn State.) In fact, the East Lansing creamery has a flavor for all of the Big Ten rivals: Hoosier Strawberry; Badger Berry Cheesecake; and Buckeye Blitz, which is peanut butter ice cream with buckeye candies. There’s even a Husker’s Sweet Corn flavor replete with sweet corn pieces. As for the Nittany White Out—a subtle vanilla ice cream with salted caramel swirls and rounded chunks of pretzel pieces covered in white chocolate—we’ll go on the record and say we’re fans of it. Though we’ll still always be partial to our Berkey.
Amy Downey, senior editor
Back in 2012, when a record 86 alumni were running for a seat on the Penn State Board of Trustees in the wake of the Sandusky scandal, we introduced a project designed to help voters sort through all those candidates. We patterned it after the voters’ guides that the League of Women Voters pioneered, and we called it “Three Questions for the Candidates.”
We’ve continued the project every year since then, even as the number of candidates has declined: 39 alumni running for a seat in 2013 and 31 last year. This year saw an even more dramatic drop, and in fact the race is essentially uncontested: Only three candidates are running for the three available alumni-elected seats.
We talked about it in-house, and decided that even with three unopposed candidates, the project is still worth doing. Alumni still need to know where their trustees, or potential trustees, stand on the issues. So we invited Anthony Lubrano, Ryan McCombie, and Robert Tribeck to answer this year’s three questions.
Tribeck sent us his answers, and you’ll see them on our site. McCombie responded that he wouldn’t be in a position to participate: “I am on travel until Easter Sunday with only my IPad to compose on and little thoughtful time,” he replied. “I don’t believe I will be able to frame these questions worthy of your publication and editor’s eye satisfactorily in time. I’m afraid you are going to do this without me this year. Sorry.” Lubrano didn’t respond at all.
Still, we’ve assembled the site, including not only Tribeck’s responses but also links to all three candidates’ bios and official position statements on the trustees’ website. Information on election dates and eligibility is on the site as well. We hope that you’ll check it out—and that you’ll vote.
Tina Hay, editor
In a busy and often contentious five-hour meeting Friday afternoon at the Penn Stater Hotel, the Board of Trustees ended months of heated debate by adopting a proposal to expand the board’s membership to 36 voting members. The board also voted to postpone action on a proposal to join a lawsuit against the NCAA—news that was tempered Saturday by the announcement that President Eric Barron will personally conduct a review of the Freeh Report.
The governance changes passed on a 16-9 vote, with the nine alumni-elected trustees voting against expanding the board. Under the approved proposal, the board will now include 38 trustees, 36 of whom will have voting rights. The new additions will include a student trustee, an academic trustee nominated by the Faculty Senate, and the immediate past president of the Alumni Association. In addition, there will be three at-large trustees elected by the board. All new trustees will begin their terms in July 2015.
Opponents of the board argued that a larger board would be too complex to function efficiently. Alumni trustee Al Lord ’67 was representative of his fellow elected board members when he said, “I find it hard to believe that a 30 to 40 member board will be effective. That certainly has not been the case.” The addition of the Alumni Association seat was particularly contentious for some, with Alice Pope ’79, ’83g, ’86g among those arguing that the seat created a potential conflict of interest. Alumni trustee Anthony Lubrano ’82 also argued the board should heed the request of state senators Jake Corman ’93 and John Yudichak ’93, ’04g to hold off on reforming the board until the recently elected gubernatorial administration was in office.
The majority cited the board makeup of peer institutions, some of which have dozens more members than Penn State’s, as proof that there was nothing inherently problematic in increasing the membership. Business and industry trustee Rick Dandrea ’77 said, “I think our board functions well on a wide range of issues. We have disagreements on a very few important issues. On this issue, our board function is not what it should be because we have a majority and minority agenda. I don’t think it has anything to do with size.”
After the vote, board chair Keith Masser ’73 called the expanded board “a more comprehensive reflection of the Penn State community.”
Given the established voting lines on the board, it was the expected outcome from a long and increasingly tense afternoon session. Citing threats made toward some board members, the university increased security for the meeting; visitors passed through a metal detector, and as many as two dozen officers from the State College and Penn State police departments were visible in the conference room, in the hallway outside, and outside the hotel entrances. Masser opened the meeting with a reference to outbursts at the board’s Oct. 28 special meeting, when three audience members were removed from the room, and reminded the standing-room crowd that “members of the public are here as observers, not as participants.”
Some of those observers got their chance to participate at the public comment segment, and about half of the 10 listed speakers used their time to upbraid the appointed trustees involved in the dismissal of Joe Paterno and the acceptance of the Freeh Report. That session followed a proposal from Lubrano that Penn State join Sen. Corman’s lawsuit against the NCAA. That proposal, inspired by the release of emails last week highlighting apparent conflicts in the NCAA’s handling of sanctions in the wake of the Freeh Report, was voted down, 14-10, but not before alumni trustee Bob Jubelirer ’59, ’62g argued that “with all that’s going on, to kick it down the road to January, I think we’re making a terrible, terrible mistake.” Gubernatorial appointee Kathleen Casey ’88 countered that the board would be better served by having more time to consider the resolution and revisit it at the next scheduled meeting in January.
On Saturday, President Barron added an unexpected twist with the announcement that he would “conduct a thorough review of the Freeh Report and supporting materials produced during the course of the investigation.” Barron’s statement offered no timetable for the review, but noted that he “assured the board I would move with all deliberate speed.”
Barron’s scheduled address Friday focused on student engagement, a topic he addressed last week in an open forum with students at the Hintz Family Alumni Center. Barron highlighted the many reasons that more engaged students—those who study abroad, intern, take leadership roles, and have the opportunity for one-on-one engagement with faculty—have better GPAs and make stronger candidates for internships and jobs. His proposals for improving the environment for student engagement ranged from the creation of an engaged student medal to greater funding for international experiences. He noted, “Just going in and out of class is no way to go through this university.”
Executive VP and Provost Nicholas Jones address trends in faculty makeup, particularly the decades-long rise in non-tenure-track faculty. While acknowledging concerns about about the decline in tenure-track professors, Jones highlighted a number of non-track instructors whose work has been honored for teaching and research awards.
University scholarship was also highlighted Friday, with presentations from Schreyer Honors College Dean Chris Brady, Eberly College of Science Dean Daniel Larson (highlighting the Millennium Scholars Program) and Susan Welch, dean of the College of the Liberal Arts. Welch focused on the Paterno Fellows program, and her presentation included clips from a 2009 video of Joe and Sue Paterno ’62 explaining their inspiration for the program they endowed.
You can find information on additional items from Friday’s agenda here.
Ryan Jones, senior editor
Yesterday’s board-reform recommendation by the Board of Trustees’s governance committee is playing to mixed reviews so far.
The most prominent critic appears to be state senator John Yudichak ’93, ’04g, who quickly issued a statement suggesting that the committee violated state law with its recommendation. His concern apparently is with the removal of voting privileges for the three members of the governor’s cabinet who serve as trustees: “The public members of the board of trustees and the voting privileges they have are decided by statute, not by a committee of non-lawmakers,” according to his statement.
Yudichak is the main sponsor of Senate Bill 1240, which would cut the size of the board from 30 voting members to 23. The proposal approved in the governance committee yesterday, by contrast, would increase the number of voting members to 33. Mark Dent of the Pittsburgh Post-Gazette talked with Yudichak yesterday and has a bit more on the senator’s objections here.
The governance committee also heard criticism during the public-comment portion of its meeting yesterday from alumnus Jeff Goldsmith ’82, who ran unsuccessfully for the board in 2013 and who has since formed a group called Penn State Board Watch. Goldsmith expressed “extreme disappointment in how the committee has handled public input into this process,” pointing out that while comment has been allowed at some sessions, there’ve been severeal committee breakout sessions that took place in private.
A few other notes from yesterday’s meeting:
Ted Brown’s Proposal E. While much of the debate has been about whether to keep the nine alumni-elected slots on the board or reduce that number to six, trustee Ted Brown ’68 put forward a proposal to increase the number to 12. He points out that alumni trustees (three, to be exact) were first added to the board in 1875, at a time when Penn State had about 1,400 living alumni. Thirty years later, in 1905, Penn State had about 9,400 alumni, and the number of alumni trustees increased to nine. Today, 109 years later, Penn State has more than 600,000 alumni, but still only nine alumni trustees. “In less than 20 years there will be about 1 million [living alumni],” according to the rationale statement in Brown’s proposal. “At that rate we should have 540 alumni-elected Trustees. This proposal advocates only an increase of three.”
Brown’s proposal never made it to a vote. After the meeting, he told the committee, “I have to say that I am not happy with what you’ve passed, but my view is that probably nobody is. … I am happy we reached a compromise that protects all constituencies.” He added that if the full board tries again to reduce the number of alumni-elected seats, he’ll again pursue his 12-seat proposal.
Board size. The proposal passed yesterday would increase the size of the Board of Trustees (including both voting and non-voting members) from 32 to 38. Penn State already has the largest board in the Big Ten, but a Penn State news release points out that even with the proposed change, the university’s board would still be the smallest of the commonwealth’s state-related universities.
One argument in favor of a larger board comes from those who point out that the board has a large number of committees and subcommittees; with a smaller board, they say, it would be hard to populate those committees without stretching members too thin. “I’ve changed my view on board size since I got here,” Dan Mead ’75, ’77g, a new trustee who serves on the governance committee, said in yesterday’s meeting. “I used to think 12 to 14 would be enough. But I didn’t have the appreciation of the committee structure.”
Lubrano v. Dandrea. The most pointed exchanges of yesterday’s meeting, as was also the case in the August meeting, were those between committee vice-chair Rick Dandrea ’77 and committee member Anthony Lubrano ’82. Dandrea supported the original Proposal A, which would have reduced the number of alumni-elected trustees from nine to six; Lubrano opposed that. Dandrea argued that, even with six alumni trustees, Penn State would have greater alumni representation on its board than most of the peer schools that consultant Holly Gregory studied. “By the standard of our database, that is still a robust representation—exceptionally large, compared to most other schools.” Lubrano responded: “I would argue, how many other schools have 600,000—and growing—alumni?”
Dandrea, a trustee elected to the board by its business and industry members, also maintained that a relatively tiny percentage of Penn State alumni show interest in the elections. “With execption of the post-Sandusky-scandal years,” he said, “only 2.5 to 5% of alumni voted in elections. Your marketing firm or whatever tells you to cite 600,000 alumni, but ….” He pointed out that the top vote-getter in the 2014 alumni election, Alice Pope ’79, ’83g, ’86g, garnered 10,000 votes, a small fraction of those eligible to vote. Lubrano’s response: “So how many people voted to put you on the board, sir? Five. … Ours is far more democratic than yours will ever be.” At that point, committee chair Keith Eckel stepped in, saying, “I expect us all to be civil,” and the conversation moved on.
Risk management. There’s one component of board reform that came not from the governance committee, but from the committee on audit and risk. That committee is looking at the possibility of creating a subcommittee devoted entirely to “risk structure,” a concept that has to do with assessing and being prepared for various kinds of risks to an organization. (Some say the Sandusky scandal offers a classic case study in failures of risk management.) The idea has been championed in part by board member Ted Brown, who deals with risk management in his professional life—he owns a consulting firm that’s focused on the topic—and who is one of the alumni trustees elected to the board in the wake of the scandal. The audit and risk committee will report on its discussions on the subject at the full board meeting this afternoon.
Tina Hay, editor
After more than a year of discussion and debate, the governance and long-range planning committee of Penn State’s Board of Trustees agreed on a compromise proposal for board reform today, preserving all nine of the current alumni-elected seats while adding seats for a student representative, a faculty representative, and a representative of the Alumni Association.
The committee’s endorsement of the so-called “Proposal A+,” approved on a 7-1 vote, also adds three at-large seats to be selected by the board. The idea behind those seats is to add expertise in areas the board might otherwise be lacking. In all, the Board of Trustees would grow from its current 32 members (30 voting, 2 non-voting) to 38 total members, of whom 33 could vote.
The proposal will go before the full board for a vote at its November meeting. It represents the most significant expansion of the board since 1905.
Today’s vote came at the end of a three-hour meeting that was at times heated, but committee chair Keith Eckel praised the ultimate recommendation as “a very good compromise.” Only Anthony Lubrano ’82 voted against it.
In a four-hour meeting in August, the committee had debated three proposals—dubbed Proposals A, B, and C—for restructuring the board. (There’s an excellent summary of that meeting by Lori Shontz ’91, ’13g here, and a chart comparing the original three proposals can be downloaded from the Trustees’ website.) This morning, committee vice chair Rick Dandrea ’77 made a motion that the committee adopt Proposal A, which would have reduced the number of alumni-elected trustees from nine to six and added seats for a student, a faculty member, and the immediate past president of the Alumni Association.
The reduction in the number of alumni-elected trustees, as well as the addition of an Alumni Association rep, proved to be Proposal A’s most controversial parts. On the former point, trustee Dandrea cited data that alumni-elected trustees are the exception, rather than the rule, in university governance: “[Board consultant] Holly Gregory looked at 36 peer institutions, including other Big 10 schools, state-related schools, private and public land grant institutions, plus schools like Stanford and Carnegie Mellon,” he said. “It’s a rich database. And 33 of those 36 have zero alumni-elected trustees.”
But Lubrano argued, as he did at the August meeting, that there’s another agenda behind the proposal. “I’m struck by the fact that the interest in reducing the number of alumni-elected trustees comes after three years of contentious elections,” he said. “… In my mind, this is about reducing the influence of the alumni-elected trustees and limiting dissent.”
Meanwhile, there also was talk of a new proposal, Proposal D, which got very little discussion in this morning’s meeting, and a Proposal E, advanced by trustee Ted Brown ’68. Brown’s proposal would actually increase the number of alumni-elected seats, from nine to 12. You can see Proposals A through E here.
It was trustee chair Keith Masser ’73, an ex-officio member, who put forward the compromise plan that eventually passed—he called it Proposal A+. Here are its chief elements:
—Five ex-officio members who cannot vote: the governor, the university president, and three state cabinet secretaries (agriculture, education, and conservation and natural resources). On the current board, the cabinet secretaries have voting privileges; that would end under this proposal.
—Nine alumni-elected trustees, the same as are on the board now.
—Six trustees elected by business and industry members of the board, six elected by agricultural societies, and six appointed by the governor. These are all unchanged from the current board composition.
—Six new members, as follows: a student trustee, nominated by a student selection group and elected by the board; an academic trustee, nominated by the Faculty Senate and elected by the board; the immediate past president of the Alumni Association; and three at-large members, appointed by the board.
The at-large members are an idea borrowed from Proposal C, authored by trustee Barbara Doran ’75, who originally proposed eight such members.
When talk of board reform first emerged in the wake of the Sandusky scandal, it’s probably fair to say that most people envisioned the board shrinking in size, not getting larger. But Keith Eckel, chair of the governance committee, said at the beginning of today’s meeting that there’s been less focus on the board’s size lately than there had been at the outset. “I do not hear from most constituencies that there is an absolute need to reduce the size of the board,” he said. “There are still feelings in that direction, but board size does not seem to be the issue. Board composition, I would say, is a significant concern.”
In a similar vein, Dandrea, the committee co-chair, hinted that some in state government are primarily interested in seeing the divisions on the board heal. Dandrea said that a unanimous vote on a recommendation would be better than “a contested vote.”
Midway through this morning’s meeting, with Dandrea’s motion to approve Proposal A still on the floor, the committee adjourned for what was announced as a 10-minute break. The meeting didn’t reconvene until more than a half hour later, and once it did, Dandrea announced a change in plans. “We’ve had some further discussions during the break,” he said, “and we’ve received some additional input, and what comes through is a desire to try to compromise—to avoid division and potential litigation.” With that, he removed his motion and instead moved that the committee approve Keith Masser’s compromise proposal (Proposal A+). After about 20 minutes of discussion, the committee did just that.
Tina Hay, editor
The immediate result of Friday’s meeting of the Board of Trustees’ governance and long-range planning committee is easy to sum up: Needing more time to discuss the issues in board reform, the committee decided to use its regular September meeting to decide on a proposal to send to the full board, and a special October meeting will be called for the full board to vote on the proposal.
Explaining the rest of the meeting, however, isn’t so simple.
The committee finally delved into the details of governance reform. For more than a year now, we’ve heard about the general issues the board intended to consider; on Friday, for the first time, the committee engaged in a substantial discussion of the issues.
That took a while: nearly four and a half hours.
It also took the existence of three proposals, which moved the discussion from hypotheticals and abstractions to concrete suggestions:
Proposal A, conceived by board chair Keith Masser ’73 and Richard Dandrea ’77, would shrink the board by three voting members—the three voting members of the governor’s cabinet, the secretaries of agriculture, education, and conservation and natural resources—for a total of 27 voting members. The three secretaries, the governor, and the university president would remain as non-voting members. This proposal also eliminates three alumni-elected trustees and replaces them with a trustee from the Penn State Alumni Association, a student trustee, and an academic (i.e. faculty) trustee.
Proposal B, conceived by Anthony Lubrano ’82, also eliminates the three cabinet secretaries for a total of 27 voting members. This plan has only one ex-officio non-voting member: the university president. Neither the governor nor members of his cabinet have any role. Lubrano said he intends for the plan to be a compromise. This proposal requires that one of the governor’s appointments be a student and changes the way agricultural trustees are elected (by alumni of the College of Agricultural Sciences).
Proposal C, conceived by Barbara Doran ’75, makes the biggest changes. It cuts the board to 18 voting members by eliminating as voting members the three cabinet secretaries, four gubernatorial trustees, all six business and industry trustees, all six agriculture trustees, and two alumni-elected trustees. It adds one student trustee, elected by the board, and eight at-large trustees appointed by the board. The university president and the state secretary of education remain as non-voting ex-officio members.
Those are the highlights—you can click here to see the 10-page matrix with all three proposals that the committee used as its basis for discussion, which was the most detailed the members have had about possible changes.
Everyone knows the big issues—the size of the board, the composition of the board, the way board members are chosen. Committee chair Keith Eckel used those issues as the framework for the meeting. What those discussions revealed were the more specific questions that must be resolved to come to a consensus on those bigger issues. I’m going to focus on some of those questions:
Why so many agricultural trustees, and how would shrinking the number reflect on the university’s land-grant mission?
Penn State has more agricultural trustees than any university in the country: Cornell, a private land-grant university, has two of 64, and Purdue has one, elected by alumni of the agricultural college. Penn State’s six ag trustees reflect the university’s roots as the Farmers’ High School and the Agricultural College of Pennsylvania (it became the Pennsylvania State College in 1874), and its land-grant mission. Doran pointed out, however, that only 3.6 of the student body is in the College of Agricultural Sciences.
“My real question,” she said, “is why we have so many given the small percentage on campus. We are trustees of the university, not trustees of the state.”
That’s why Doran’s plan eliminates ag trustees—and also business and industry trustees. She says the board needs to be able to address its needs and would be better able to do so by making at-large selections.
The governance committee includes four ag trustees—board chair Masser, committee chair Eckel, Carl Shaffer, and Betsy Huber. Shaffer pointed out that agriculture is Pennsylvania’s No. 1 industry; Eckel called this issue “one that the chair is prejudiced on.” Roger Egolf, a non-voting faculty member of the committee, noted Penn State’s agricultural extension program, which has representatives in all 67 counties. The committee also noted the high proportion of research dollars pulled in by the college.
Lubrano said he saw a role for ag trustees but wondered how they fit proportionally into a reconstituted board. His proposal calls for ag trustees to be elected by alumni of the College of Agricultural Sciences, but Masser pointed out that he himself is an ag trustee who graduated from the College of Engineering. Egolf added that Lubrano’s proposal would “cut out people employed in the ag industry but not from the ag college” and that “also, ag grads go on to other careers,” so someone elected by college alumni may not be working in the field.
What’s the real issue about the alumni trustees—their large number, or the fact that the most recently elected alumni trustees have been vocal in criticizing the board’s previous decisions?
Dandrea started this discussion with a look at the benchmarking—of the 36 peer institutions the board identified, 33 have zero alumni-elected trustees. He noted the “highly unique situation we have at Penn State, where we have had this huge cadre of alumni trustee elected by alumni in contrast to all the other schools basically we decided were appropriate to consider.”
Dandrea further noted that a small percentage of alumni vote in the election—between 2.5 percent and 5 percent, he said, with the higher percentage coming in the three years since the Sandusky scandal. But even those numbers have fallen in the past three years. The combination, he said, means that the board is unbalanced if it has nine alumni-elected trustees.
He called accusations that his position is an assault on alumni-elected trustees a “mischaracterization,” explaining, “Nobody is proposing that we take the alumni-elected trustees from nine to zero, nine to one, or nine to two. It’s taking the alumni-elected trustees from nine to the same number as the other major mechanisms for appointment or election to the board. That’s fair. It’s not draconian.”
He pointed out that while Proposal A, which he helped to develop, cuts the number of alumni-elected trustees to six, same as the number of business and industry, gubernatorial, and agricultural trustees, it also requires that half of those three groups be composed of Penn State alumni. The proposal also allocates a seat to the Alumni Association.
That prompted a spirited dissent from Lubrano, who referred to a previous conversation between himself and Dandrea.
“I told you that having three children, I’ve done a fair amount of studying in the area of psychology. And one of the points driven home is that fair does not mean equal. So the notion that it’s fair to me is preposterous. The largest group representing this university is alumni—over 600,000. … I must confess that when I saw this proposal, it struck me that the hue and cry against the alumni election the last few years is in part against PS4RS, that folks at least quietly within the board are talking about how the process had been co-opted, that we can’t afford to have the kind of elections we’ve had the past three years. So this is really a control issue. If the alumni have nine, they can gain control of the board, and we’re going to harm the university. I find that insulting, frankly. … My only interest is to leave this school better than I found it.”
Lubrano, who had previously called the influence of Penn Staters for Responsible Stewardship “the elephant in the room,” then returned to a recurring theme—that the alumni election is the most transparent part of the board selection process.
Dandrea responded: “It is that. It is a good process. That’s why, even though only 2.5 to 5 percent or more than alumni participate in it, it’s out of respect for the bona fides of the process that we say, that I say, we should nevertheless still have six alumni trustees. Because if you look at the data and consider the micro-minority of the alumni who take the time to vote—and no criticism; there were many years after I graduated when I didn’t vote. Lots of people just don’t vote; that’s just a fact. When you take into account the micro-minority of alumni who vote, this proposal is reasonable.”
Dandrea added that a seat for the Alumni Association would give alumni representatives seven seats on the board, more than any other group, but Lubrano and Doran spoke against that addition.
Doran said that when she mentioned benchmarking with respect to the ag trustees, other committee members mentioned the importance of agriculture beyond those numbers; she said that position was “very eloquently explained.” And she said she was skeptical of benchmarking as a the motivation to reduce the number of alumni-elected trustees.
She described the perception as this: “Alumni trustees have marginalized themselves by violations of board confidentiality, violations of the standing orders, with being at odds with the majority. That’s an absolutely false narrative.”
A related discussion about the seat requested by the Alumni Association largely repeated the points from the discussion at the July meeting—that there is a conflict of interest because of the Alumni Association’s relationship with the university.
Can the process for choosing business and industry trustees be made more public?
The business and industry trustees are chosen by the board itself, a process that some reformers have decried, but that the Faculty Senate report noted was a typical means of board selection. Dandrea suggested that the process works—he noted that the two newest business and industry trustees, Daniel Mead ’75, ’77g and Walter Rakowich ’79, were unanimously approved by the selection committee, which included both a governor-appointed trustee and an alumni-elected trustee.
The committee discussed the procedure and logistics of the search with Eckel wondering whether the committee members could be made public and how important confidentiality was to those who may be nominated. (Mead, who’s on the governance committee, said it was very important.) There seemed to be some confusion over whether the names of the committee were known to the rest of the board. The members are chosen by the chair.
“What we’re saying is that I need to trust my colleagues on the board,” Lubrano said. “That’s what we’re all striving to do, develop a level of trust. It would go a long way if we had some level of information.”
And, finally, here are quick hits on the other discussion points:
—On board size, the committee discussed again having a small enough board to have all members be engaged, yet a large enough board to have members on all of the seven standing committees, which some consider an important part of the reforms that have already been implemented.
—There was widespread agreement that a board seat should be designated for a student, and that students should have input via a student selection committee.
—Dandrea said that he has “come full circle” on the idea of having a voting faculty member on the board and that any financial conflict can be managed by not having the faculty member vote, say, on the budget. Lubrano said he was still against this but noted that he was continuing to speak with “Professor Nichols”—that’s professor emeritus John Nichols, who chaired the Faculty Senate’s special committee on governance (which recommended two faculty trustees) and has extensively researched the role of governing boards.
—The need to find the right balance for emeritus trustees—taking advantage of their expertise, honoring them for their services, and making sure they don’t have undue influence after their terms expire—was discussed again. Specifically, the committee discussed the usefulness of having emeritus trustees on committees as non-voting members.
—Doran’s proposal got deeper into the details than the other two—on the matrix comparing the three proposals, three pages were devoted solely to items raised in her Proposal C. Among the ones that received the most attention: term limits, conflict of interest language, and delivering executive committee notes to the rest of the board within three days of a such a meeting. The last point generated significant discussion: Penn State lawyers said that many gatherings of the committee, such as a traditional Wednesday night dinner before Board of Trustees meeting, are simply informational and not technically meetings.
Lori Shontz, senior editor
Some of what happened at Thursday’s meeting of the Penn State trustees’ governance and long-range planning committee—which began to get into the nitty-gritty of additional reforms—was predictable:
Veteran members of the board spoke in favor of keeping it the same size; newer members, elected by the alumni in the wake of the Sandusky scandal, insisted that a smaller board would be “more nimble” and “more engaged.” Agricultural trustees didn’t think cutting back the number of ag trustees was a good idea. Students said they need a permanent seat on the board, with the trustee being chosen by the students themselves, not the governor or the board itself.
But for the first time in public, the trustees went beyond the basics. Representatives from the Alumni Association, the faculty, and the students made their cases for permanent seats on the board. And among the issues the trustees considered Thursday were these:
How do the trustees define whether board members are “engaged”? Would having a faculty member—a university employee—on the board present an insurmountable conflict of interest? And how many board members should be alumni—not just trustees elected by the alumni, but alumni?
Additionally, Eric Barron, who is attending his first board meeting after taking over as Penn State’s president on May 12, weighed in.
He was careful to say that he wasn’t making recommendations and didn’t want to choose who his boss would be (the Board of Trustees is responsible for selecting the president). Barron said only that he wanted to let the committee know of his experience, and that he was familiar, as Florida State’s president, with having student and faculty representation on the board. He repeatedly used the word “voice” to describe what those trustees provided.
“If I got nervous about anything in this conversation, it wasn’t the notion of numbers and placement,” he said in the meeting. “It’s the notion of representing someone. My view is that this has to be a group of people that are here for one purpose: to ensure the success of the institution, not representation.”
As he spoke, governance consultant Holly Gregory and her assistant, Paige Montgomery, nodded their heads vigorously. Gregory had opened the discussion by saying, “Reaching agreement on these issues is difficult because it’s not quite as clear [as other reforms the board has already enacted]. There are issues of both power and trust. The trust among members of this board is already under some degree of tension. We’ve spent a lot of time talking about it. I know some are frustrated that we haven’t moved faster.”
Barron elaborated on his experience with student and faculty trustees, saying that in addition to the voice they provide, he found that the chance for additional back-and-forth about the issues was important. “Lo and behold,” he said, “a student will vote for a tuition increase because they participated in an in-depth discussion about the budget and understand what the university is up against, and they don’t want to give up quality any more than anyone else. A faculty member will vote on benefit changes because they realize that between health insurance and benefits, it’s going up at a clip of $25 million a year and that’s unsustainable. So the voice is not just that, but an opportunity to give input and have it go in reverse.”
As usual, there’s no easy way to sum up what happened during the meeting, which lasted for 90 minutes and moved briskly. Even at that pace, the committee didn’t discuss all of the reform items it had previously discussed in small groups that were closed to the public in May. Here are some highlights from today’s meeting:
Alumni trustees: Alumni Association president Kay Salvino ’69, in making the case for an Alumni Association seat on the board, highlighted the association’s “mission of service” to its 174,379 members and 631,000 living alumni. “We have responsibility for serving the largest constituency of the university—substantially larger than students, faculty, and staff combined, and growing larger every year.” She noted, as well, that Alumni Council, the association’s governing board, includes alumni society presidents from each college and campus.
[In the interest of full disclosure: The Penn Stater magazine and this website are both published by the Alumni Association.]
In addition, Salvino said, the Alumni Association is “one of the largest cumulative donors” to Penn State with more than $15 million in gifts for scholarships, fellowships, programs, and facilities since 1988. And in the just-concluded capital campaign, Alumni Association members donated nearly $800 million, meaning “90 cents on the dollar of all alumni giving came from members of the Alumni Association.”
She finished by showing the scope of the Alumni Association’s programs, which involve students, showcase the university’s academic prowess, and communicate with alums: “We touch and serve Penn State and our alumni in a way that no other organization can do, and we do it every day, in countless ways.”
Trustee emeritus David Jones ’54, for one, was skeptical. He said he had “great respect and admiration” for the Alumni Association, but pointed out that alumni already elect nine trustees and noted that “historically, in recent years, at least two-thirds of our trustees have been alumni.” He called that proportion of trustees who are alumni “really full, if not too full.”
He added: “I sometimes think we would benefit by having more outside voices on the board.”
Alumni trustees Anthony Lubrano ’82 and Barbara Doran ’75 spoke up for the current system of elected alumni trustees; Doran called the alumni election “one of the most robust, transparent processes you can run.”
Business and industry trustee Richard Dandrea ’77 floated the idea of reducing the number of alumni-elected trustees, saying that election turnout is low and that so many of the other trustees are alumni that perhaps alumni are overrepresented on the board. Lubrano disagreed repeatedly, saying “no one” is more invested in the success of the university than alumni, but board chair Keith Masser ’73, an ag trustee, agreed with Dandrea, saying that the business and industry trustees may be misnamed. He said he isn’t aware that a non-alum has ever been named a business and industry trustee.
Faculty: John Nichols, professor emeritus of communications and chair of the Faculty Senate’s special committee on university governance, which issued this report in 2013, made the case for a faculty representative on the board. He stressed two things: first, that his committee’s report had been unanimously approved by the Faculty Senate, which is a particularly rare feat; and second, that he was proposing not a faculty trustee, but an “internal academic trustee.” The distinction, he said, is “very important.”
A “highly specialized institution like a university,” Nichols said, needs trustees who have a “deep understanding” of its mission. Penn State’s board has two members with a background in higher education: elected alumni trustee Alice Pope ’79, ’83g, ’86g, a psychology professor at St. John’s University, and Bill Oldsey ’76, who has worked in academic publishing.
Additionally, he said, a university is “essentially a professional association, and professional institutions are best governed with considerable governance by the internal professionals that deliver the goods. … Not to have that happen is a serious disconnection between the core mission of the university and the governance of the university.”
Jones said he had reservations about having employees on the board; ag trustee Betsy Huber noted that Pennsylvania law prohibits schoolteachers from serving on the school board in their own districts for just that reason. But Dandrea (who was chairing the meeting in Keith Eckel’s absence) said having one faculty trustee out of 30 meant that any conflict of image could be managed.
Students: University Park Undergraduate Association president Anand Ganjam and vice president Emily MacDonald spoke on behalf of students, and they made largely the point that their predecessors have made in previous meetings: that students don’t want to rely on the whim of the governor to have representation on the board and should have a representative who is chosen by students themselves. (For years, the governor has used one of his appointments to include a student on the board, but there’s nothing saying he has to.) They also detailed the procedure by which they assure student input.
Lubrano said he was in favor of the governor continuing to appoint a student trustee, but Masser said Gov. Tom Corbett had agreed to give up one of his appointments and allow the board to choose a student.
The tension surrounding reform was evident earlier in the day at the outreach committee meeting, when alumni trustee Ted Brown ’68 questioned Mike DiRaimo, the university’s governmental affairs representative, about a letter DiRaimo had written to the Senate’s state government committee asking that a bill sponsored by state Sen. John Yudichak, which would cut the board to 23 members, be tabled. Brown said he was upset that the letter indicated that the Board of Trustees did not support the bill because that is not, in fact, the case.
DiRaimo explained that he objected to the committee taking action on the bill for two reasons: because the bill would apply only to Penn State, and the university had been assured that would not be the case, and that the bill stipulates that only the General Assembly can make changes in the board’s size and composition in the future. He said, “That I know to be against the interest, against the position, against the actions of the trustees.” (The Senate committee did vote, unanimously, to approve the bill, which still needs to be considered by the full Senate.)
Brown wasn’t satisfied: “You said the Board of Trustees is opposed to this bill. I don’t remember any discussion to that, ever.”
New alumni trustee Robert Jubelirer ’59, ’62g chimed in, suggesting that DiRaimo could have phrased his objections better—and more accurately. He said that Yudichak ’93, ’04g and co-sponsor Jake Corman ’93 had previously agreed to hold the bill through May 2014 to see what progress the board made itself on reform and that the bill had been amended so to extend the time period to two years to allow the board to pursue reform itself.
“I think that’s significant,” Jubelirer said. “There’s plenty of time if this board is intent on reforming.”
He added that not only did the full board not discuss or vote on its position on the bill, but that he would not have opposed it had the board done so. Therefore, he said, the letter to the legislature was inaccurate. DiRaimo did not respond.
Here’s what comes next in the process:
Dandrea said that any committee members interested in working on a formal proposal to vote on at the next committee meeting would work with university attorney Frank Guadagnino ’78, who will “labor over” the draft. The committee will schedule an additional meeting within the next month to vote on recommendations to bring to the board. The idea is to have the board in position to vote on a proposal at its next meeting, Sept. 19 at University Park.
Lori Shontz, senior editor