PS4RS Sweeps Alumni Election–And Other Board of Trustees Notes

May 3, 2013 at 9:14 pm 11 comments

Barbara_Doran

Barbara Doran was the top vote-getter in the alumni trustees election.

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.

DSC_1240_Oldsey_med

Bill Oldsey finished second.

(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.

Ted Brown finished third in the alumni election.

Ted Brown finished third in the alumni election.

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

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Trustees Ready to Implement Governance Reforms Heading to Bhutan

11 Comments Add your own

  • 1. Hey hey hey Goodbye  |  May 3, 2013 at 9:32 pm

    Adios, Suhey and Deviney. Your reign of error is ended

  • 2. Stephen Fotos  |  May 4, 2013 at 8:01 am

    It.Could.Not.Be.More.Clear. The Board you serve, Mr. Dunham, remains led by a majority of self-perpetuating insiders who are rejected by a majority of the most active Alumni.

    Something else to consider.

    We.Are.Not.Going. Away.

    Even if it bores Mr. Hintz by exposing him to opinions that waste his precious time. No doubt he has grown used to more elevated, and entirely private, discussions. At least local School Board members are subject to citizen elections. No such luck with the Business & Industry Trustees who treat their seats like ducal fiefdoms granted by King and God.

    (At least The PennStater has been providing, of late, a more accurate summary of meetings)

  • 3. Maribeth Roman Schmidt  |  May 4, 2013 at 8:22 am

    Here’s my short version of yesterday’s board meeting: the alumni have spoken. Whether it was related to reforms that finally received the attention they deserved (spearheaded by knowledgeable and passionate alumni), or the resounding, undisputed victory by three imminently qualified candidates — Doran, Oldsey and Brown — pushed through with the endorsement of the 20,000 strong Penn Staters for Responsible Stewardship, yesterday the alumni took one giant step toward taking our university back. This one-two punch was our version of “storming the bastille,” and we promise that we won’t be leaving anytime soon.

  • 4. Dave Geiss BS '78  |  May 4, 2013 at 9:05 am

    I am sorry that the business community reelected Peetz but I hope she now understands that she was wrong and this will not go away. PS4RS is not a fringe movement. It is about the great ideals and culture that we all learned during our time on campus and beyond. It as about the culture that has translated to success in our lives and careers. I think that Peetz threw Penn State under the bus to further her own career and wanted us to “move on”. We are Penn State and we are NOT moving on!!!!

  • 5. PSAlum  |  May 4, 2013 at 9:14 am

    I’m . sorry . Mr. . Dunham ., it . is . not . CLEAR . to . the . Alumni.

  • 6. PSAlum  |  May 4, 2013 at 9:15 am

    One more thing: CONGRATS TO BROWN, OLDSEY AND DORAN!!

  • 7. William A Levinson  |  May 4, 2013 at 3:54 pm

    It is clear that the B&I people do not care about the well-being of Penn State as demonstrated by their reelection of a liar whose performance played a role in the NCAA’s illegitimate sanctions against Penn State.

    Peetz and Frazier began by affirming the Freeh Report’s findings of guilt without bothering to read the report. It is now credibly alleged, among other things, that Freeh’s recommendations as to what Joe Paterno et al “should have done” (in hindsight, of course), would have been misdemeanors under Pennsylvania law. I refer to breaches of confidentiality regarding investigations of sexual misconduct.

    Then Peetz, and Mark Dambly, lied about the affirmations of guilt. Peetz did so in her interview with the Penn Stater last November.

    Keith Eckel is another individual who has no business on the Board of Trustees, but the Agriculture groups reelected him. Tell me again why the B&I and Agriculture group get to have a voice in managing Penn State.

    Evidence that Karen Peetz and Mark Dambly lied to the Penn State community:

    Karen Peetz on July 13 (http://www.npr.org/2012/07/13/156706851/paternos-legacy-marred-by-psu-sex-abuse-report)

    “KAREN PEETZ: I think our reaction is that the clarity that’s come out of the report would show that 61 years of excellent service that Joe gave to the university is now marred. And we have to step back and say, what does that mean?”

    Peetz’s colleague Ken Frazier, at the same time: “Frazier said the board failed to provide proper oversight, as trustees remained unaware of the allegations against Sandusky from when they were first reported in 1998 until 2011, though it acted decisively once information became public in November 2011. Administrative leaders — including at the time President Graham Spanier, Coach Joe Paterno, Athletic Director Tim Curley, and Senior Vice President Gary Schultz — failed to protect children when they had the opportunity and failed to provide adequate information to the board, he said.”

    Mark Dambly in September: “The four people spoken about most in the report, we’re certainly not going to take a position on their guilt or innocence,” trustee Mark Dambly later told reporters.

    Karen Peetz in the November/December Penn Stater (page 41, bottom): “We’re not planning to make any statements about the guilt or innocence of any of the parties involved [in the Freeh Report].”

  • 8. Dave Geiss BS '78  |  May 4, 2013 at 5:42 pm

    Spot on William. We can’t let up.

  • 9. Linda Berkland  |  May 4, 2013 at 6:10 pm

    I hope the board understands that this election was intended to be a clear statement…..we are unified, we are not supportive of the current direction that the board wishes to take all of us and we are NOT going away! Regarding Chairman Masser, when are his public missteps enough? He issued a public statement condemning PSU officials for which he had to issue an apology, he stated at the Senate hearing that being on this board was no longer an honor or privilege and then he assured that the reforms would be voted on individually as opposed to a package…….Hello??? There was more discussion over WiFi upgrades at this board meeting than there was regarding VERY important board reforms that will see this university into the future. To me, that speaks volumes about the priorities of this board. And, while they press on implementing the Freeh report recommendations, based on an investigation they have never even reviewed, the one recommendation that they could take control of and make happen is 3.2.2 which recommends that the board disclose their financial relationships with each other and also the university. When can we expect those to be disclosed? I won’t be holding my breath. Congratulations to the newly elected trustees….we have much faith in you!

  • 10. bobagain  |  May 5, 2013 at 1:57 pm

    It.Could.Not.Be.More.Clear. Whenever you here someone say this, rest assured it is not at all clear. I heard the back and forth between Lubrano and Dunham. Dunham’s explanation of fiduciary responsibility is far from clear. Here is a definition from a legal dictionary. Read it. Those of us following this board will have comments:

    Fiduciary Duty defined:

    An individual in whom another has placed the utmost trust and confidence to manage and protect property or money. The relationship wherein one person has an obligation to act for another’s benefit.

    A fiduciary relationship encompasses the idea of faith and confidence and is generally established only when the confidence given by one person is actually accepted by the other person. Mere respect for another individual’s judgment or general trust in his or her character is ordinarily insufficient for the creation of a fiduciary relationship. The duties of a fiduciary include loyalty and reasonable care of the assets within custody. All of the fiduciary’s actions are performed for the advantage of the beneficiary.

    Courts have neither defined the particular circumstances of fiduciary relationships nor set any limitations on circumstances from which such an alliance may arise. Certain relationships are, however, universally regarded as fiduciary. The term embraces legal relationships such as those between attorney and client, Broker and principal, principal and agent, trustee and beneficiary, and executors or administrators and the heirs of a decedent’s estate.

    A fiduciary relationship extends to every possible case in which one side places confidence in the other and such confidence is accepted; this causes dependence by the one individual and influence by the other. Blood relation alone does not automatically bring about a fiduciary relationship. A fiduciary relationship does not necessarily arise between parents and children or brothers and sisters.

    The courts stringently examine transactions between people involved in fiduciary relationships toward one another. Particular scrutiny is placed upon any transaction by which a dominant individual obtains any advantage or profit at the expense of the party under his or her influence. Such transaction, in which Undue Influence of the fiduciary can be established, is void.

    Any lawyers care to comment?

  • […] PS4RS Sweeps Alumni Election–And Other Board of Trustees Notes (May 3, 2013) […]

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