A Bigger Board of Trustees?
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