More on Board Reform

September 19, 2014 at 10:58 am 5 comments

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.

Trustee chair Keith Masser and trustee Anthony Lubrano at yesterday's governance committee meeting.

Trustee chair Keith Masser and trustee Anthony Lubrano at yesterday’s governance committee meeting.

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


Entry filed under: Alumni Association, Board of Trustees. Tags: .

A Bigger Board of Trustees? Climate of the Times

5 Comments Add your own

  • 1. Joe  |  September 22, 2014 at 11:42 am

    It’s funny how the old guard BOT can make all the snarky comments they want about alumni or anyone who doesn’t let them have their way without question. But as soon as someone questions them, Junior Sample jumps in, telling Lubrano to be civil. Is this going to be the new BOT catchphrase?

    I’d like to know, Junior, er Keith, exactly what was uncivil about what Mr. Lubrano said? Alumni trustees must compete against dozens of other candidates to win, unlike the B&I trustees who are hand-picked from the same incestuous social and business circles. And it is far democratic then your Ag voting as well. I guess the truth hurts, just like it’s true that Eckel is better suited for judging the tractor pull at the Sullivan County Fair than for governing a leading University. There really is no civil way to say that.

  • 2. Susan Beck Wilson  |  September 22, 2014 at 11:55 am

    Any of us who have served on any Board know that all the heavy lifting/decision making is done in Executive Council and that committees are simply a way of encouraging additional engagement among constituents and having others ready to step into officer roles or onto the executive council. Penn State’s Board of Trustees marginalized those who got the strongest number of votes by denying them a place as heads of meaningful committees or on the executive committee. Trustee Dandrea stated that we do not vote, yet any marketing survey with a 1-3 % return is considered a strong result. As a past member (multiple term) as was my spouse, on ALUMNI COUNCIL, I also would like to point out that changes in HOW election ballots are distributed to alumni and how Penn State chapter news is disseminated to alumni is creating an ever shrinking pool of potential engaged and voting alumni. Once, ALL addressable, living alumni got said mailings, then as our alumni grew in number, it dwindled down to only dues paid members. The PSAA cites a huge number of alumni each year, but do not readily disclose that new grads are given a complimentary year of membership, which swells the ranks as we graduate ever greater numbers. The true number is in those who are actually graduates, that become full dues paid life members and what percentage of THAT number votes in elections. Elderly alumni are not going into a computerized voting electorate, and as we baby boomers balloon into greater and greater percentages of alumni out there in the Penn State University- the problem is becoming clear. Add to that those who leave Penn State with no desire to remain affiliated, those ever growing numbers who join in via World Campus to merely brush up on a professional skill or satisfy a lifelong interest in something, but never sat in any brick and mortar spot on any PSU campus, nor will become a die hard alum because their actual undergrad affiliation lies elsewhere are not likely voters either. They do not participate in our Alumni Chapter events, Freshman SendOff, or any other facet of Penn State Alumni Experience or University Support. As my Dr (non- Penn Stater) said: “it seems to me, that those of you who have been through the Hell of the last three years and still remain as loyal to Penn State as you are, are the MOST loyal alumni, not to be trifled with or dismissed, but to be thanked and cultivated for remaining engaged.”

  • 3. Marie Cornelius  |  September 22, 2014 at 11:55 am

    Joe – you stated exactly what so many of us believe. So tired of the old guard BOT arrogance.

  • 4. Tina Hay  |  September 22, 2014 at 12:16 pm

    Hi Susan — Just one quick clarification. The Alumni Association’s membership numbers do rise and fall over the course of a year. “Gratis” members (the free year you refer to) are added to our rolls following the May, August, and December graduations — but at the same time there are those who were given the free year a year earlier and are now choosing not to renew; so those members get removed from our counts, and the result is that things even out. I may not be explaining this very well, but basically the snapshot of membership total that we take on June 30 each year is an accurate representation. So there’s nothing we’re hiding there. –Tina Hay

  • 5. bobagain  |  September 29, 2014 at 9:38 am

    I was at Homecoming this weekend. The parade was fantastic, the mural’s addition of Mauti and Zordich is a must see. The old photos of Joe and teams proudly displayed at The Old Frame Shop are obligatory, and walking campus for yet another photo shoot at the Lion (every year since 1978) are some of the best times for me and my wife of 35 years. And Sue guarding the Lion, well, just continues to bring tears to my eyes. I think it is the photos in The Old Frame Shop that while bring great memories, also swell the irritation that so many of us have with a sanctimonious board that still refuses to admit that they completely mishandled the last several years. As we walked out of the Shop, my wife and I just looked at each other and said at once, “The 11/11 board members should be forced to stand in that iconic Shop and look around. Maybe then they would have an inkling of remorse for their poor decisions”.

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