Question No. 1: BOT Relationship with President

Describe how you think the relationship between the Board of Trustees and the university president should function.

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1. Ted J. Sebastianelli ’69 Bus

The board of trustees is responsible to provide oversight of the university administration. As such, whether a member of the board or not, the president is responsible to the board. The board appraises the president with constructive criticism and holds him accountable. The president brings major issues to the board and apprises the board of significant activities. The board chair represents the board and has the most critical relationship with the president. The chair should have regular informal contact with the president. Issues from the trustees should be vetted through the chair before going to the president. To a lesser extent, the executive committee serves as a first line of access to the president. All trustees must be fully engaged in the business of Penn State and must be kept informed of all major activities. Free and open debate is essential. One person, one vote should be the rule. Our board of trustees’ tragic actions in 2011 stemmed from the de facto form of governance that places power in the hands of the privileged few to the detriment of the many. The result was a disastrous blow to our alma mater’s reputation. How a few power-group trustees could accept a damming report without even reading it and a freshly named interim president could be allowed to sign a consent decree thereby accepting severe consequences and giving up the right to appeal is unconscionable. Where is the fiduciary responsibility that asks each trustee to protect the reputation of our university?

2. Ned Rauch-Mannino ’10 MPS Agr

Board members, especially those appointed by alumni, must be the strongest advocates for alumni issues and concerns to the president. This means providing an accessible means of communication for alumni and availability to respond to community members’ questions. The president needs to respect this role and recognize it as an opportunity to better reflect and accommodate alumni needs. At-large, the Board of Trustees must increase its communication to the president to support the relationship, and members are ultimately responsible for their individual effort in reaching out to and establishing a relationship with University leadership. The Board should be proactive in monitoring and reviewing the president’s performance. Members also must be unafraid to hold the president accountable or raise concerns; with constant dialogue between the two, such instances will be less contentious and instead serve as constructive criticism. I would also want the president to approach the Board as a partner, such as seeking assistance with messaging off-campus and to key, global figures, and for aligning resources to University initiatives. The president not only should be keeping the Board informed of capital campaigns and other fundraising initiatives, he should challenge Board members to be active, visible participants. The Board can assist the president’s programming and better serve these initiatives by motivating others throughout the community and elsewhere. Being a Board member is more than a ceremonial position or soapbox: it’s a role to serve, and, when appropriate, the president can provide insight on what that service can look like.

3. Daniel N. Cocco ’08 Com

The Board of Trustees must be ready to work with incoming president Dr. Eric Barron to continue building on recent success while preparing for the future. Today, Penn State leads the way in the areas of academics, research, service, and athletics. However, universities are facing greater obstacles than ever before and the Board of Trustees has a responsibility to work with President Barron to identify solutions. Members of the Board need to support a successful leadership transition by providing the right balance of oversight and guidance for the new administration. This could be done by making improvements to communication and transparency, involving students and faculty in decisions that impact them, and by holding administrators accountable when necessary. Current students have shared their concern with me regarding the divide between themselves and alumni and also with University leadership. A new president along with fresh Board leadership is our opportunity to unify the Penn State community.

4. Gavin Keirans ’10 Bus

The President and his Vice Presidents need to keep the board deeply informed of all major decisions facing the university, especially those with potential financial impact. The Board of Trustees has a fiduciary responsibility, and needs to be equipped with the data/rationale to support any votes they must cast. This is especially true of the seven standing committees, who should have at their disposal subject matter experts (SMEs) on the relevant topic, as well as any reports/presentations they request. I saw firsthand how the board and the university president have operated in the past, having attended 22 board meetings over the years, and knowing many of the trustees and the administrators on President’s council. The biggest opportunity is for trustees to be more engaged and ask for the type of detail I mention above. While the trustees have always come with questions, they rarely asked for deeper insights in order to make more informed decisions. We need to see detailed business plans related to potential votes, and granular details of the overall cost structure. Ultimately, the President should be putting forward his strategic plan and engaging the board for counsel on how to see it come to fruition. The President should be open to feedback from the board on how to shape the final plans for the university, as well as engagement from the faculty and student leaders.

5. Ryan Bagwell ’02 A&A/Com

Trustees are charged with oversight of the university. They must be curious, inquisitive, and unafraid to demand answers and records from the president and his administration. But they should also work collaboratively to set goals that are in the best interests of the university.

6. Robert G. Milnes III ’02 Eng

The relationship between the Board of Trustees and the University President should be one of active monitoring and guidance. The Board of Trustees grants their power to the University President to maintain the day to day operation of the University. The role of the Board should be to see that Penn State focuses on high academic standards and providing value to the Commonwealth. The President is responsible for the goals and methods to achieve those ideals, such as providing facilities, attracting and retaining students and marketing directions (to name a few). The Board and the President must work together and be aware of the details of the overall plan so that both can be successful.

7. Jason P. Kutulakis ’91 Lib, ’94 JD Law

Since obtaining my undergraduate and law degrees from the University and the Dickinson School of Law, I spent nearly 20 years as a litigator in Central Pennsylvania representing businesses and individuals in a broad range of legal matters. I am active in numerous community activities and have served in a variety of leadership posts in local organizations. Having served on the Board of Governors of the Dickinson School of Law and other organizations, I have the proven corporate governance experience to best represent the entire Alumni body.

My unique credentials will aid the Trustees in implementing and publicizing positive reforms to help us move forward and focus on the future rather than a small aspect of our past. Only a respected child advocate can make a credible and persuasive case that Penn State has taken appropriate action to put the Sandusky matter behind us.

More importantly, I believe that the quickest path to rehabilitation of our reputation here and across the nation is for the alumni to take a more active role in school governance, and the first step is electing Alumni Trustees who will listen to the alumni, ensure that they are kept informed between elections and are willing to ensure that the opinions of the alumni have an effective advocate. I want to be that advocate. Penn State deserves more from its alumni representatives and its representatives deserve a real seat at the table and not the token title that they have been reduced to in recent years.

8. George A. Weigand ’69 Edu

The Board of Trustees has employed the president to provide leadership for our university. As a board we need to direct the president to institute a strategic plan for developing our academic and athletic programs for the future. It is imperative that we develop a positive relationship with Dr. Barron and his administrative team to accomplish this directive.  We do not need to become micro-managers of the President; however, we do have the responsibility to make sure that the administrative team stays focused on the mission of the university. We need to stress to the president the importance of seeking input from all departments and staffs as he develops our goals for the future of this university. People need to know that what they think is important as we move forward.

9. Amy L. Williams ’80 H&HD

The board needs to be a functional and transparent team so as to provide stability and clear direction and leadership to the president. Currently they are not. The board should provide strategy, leadership and a culture of trust and civility so the President can effectively do his job. They will need to work with him to identify short-term and long-term goals for Penn State, and identify what he needs to accomplish these goals. Once the needs are identified, the board should “clear the path” and provide him with what he needs to accomplish these goals. At this point they should get out of his way and allow him to do his job. Of course there should always be checks and balances, metrics and timely updates so that effective tracking of attainment of goals is in place and any course corrections can be implemented as needed. But first and foremost, they need to become a functional board.

10. Joshua D. Fulmer ’01 Lib

I believe it is vitally important for the Board and the president to have a close working relationship. The lines of communication must be open and constant in order for the board members to stay involved and informed. Despite that communication, I believe that the individual Trustees need to be engaged and involved with students, alumni, and faculty to learn their needs and concerns and independently verify the information provided the President.

11. Edward J. Kabala ’64 Bus

The Board should have four main functions: (a) determine the University’s mission, (b) support the President’s actions in fulfilling the mission (once thoroughly assessed), (c) be the President’s conscience, and (d) enhance the image of the University and the President to the public. The Board has selected a President and entrusted him with the daily operations of an organization with a predetermined mission. If, throughout the hiring process or thereafter, a variation of the mission has been suggested to the Board, the members must give open-minded consideration to the changes. Once the common goal is jointly determined, the Board’s role is to question and assess the President’s initiatives and, if approved, give wholehearted support to agreed-upon actions. Penn State is an instrument of the Commonwealth with an education and research mission. The Board members owe the loyalty to the institution and its administration rather than the specific interest groups who have appointed or elected them. Nonetheless, the process as designed creates selection by interest groups. While satisfying individual constituencies should never be a trustee’s primary role, it is unrealistic to assume that any trustee will want to see their constituency ignored. Therefore dissent must be respected and compromise and inclusiveness encouraged; unanimity cannot be demanded by either the Board or President; it must be earned by attention to the mission, the law and the interests of all relevant groups.

12. Joel N. Myers ’61, ’63 MS, ’71 PhD EMS

Penn State University is a multi-billion dollar institution that needs to be run by “best practices” like businesses and institutions of similar size. As the Founder and President of AccuWeather and its Board Chairman, and a member of other boards like the American Weather and Climate Industry Association and Team Pennsylvania Foundation, I know how effective boards work. The board is responsible for governing. That means establishing policies, overseeing and approving major actions and initiatives, and providing guidance for the President, but not micromanaging nor meddling in administrative affairs. While the atmosphere between the Board and the President and his or her Administration should be congenial and cooperative, there should be a natural check and balance structure. As a practical matter, when issues arise, the Board and the President should treat each other with respect and should always solve issues in the most advantageous way for the University. Most importantly, the Penn State President and BOT need to continue to focus on what is best for the future of Penn State and our students. Our Board has a huge responsibility in that it is ultimately responsible for the education of 100,000 students, the $850 million research operation, 24 campuses, the medical school, the law school, over 1,200 clubs and activities, intercollegiate athletics with 31 sports, a high quality faculty, productive staff, the physical plant, the endowment, the dormitories, and food service. It is important that Board members be knowledgeable and able to intelligently inquire about these activities.

13. Ricardo Azziz ’81 MD Hershey

While the relationship between the University president and the BOT is bidirectional, complex and multifaceted, it can be summarized as follows. Foremost, the BOT has the duty to ensure the strategic direction, mission alignment and reputation of the University, and as such the overall performance and success of the President in achieving these goals. In addition, the BOT has the responsibility of providing the President and his/her team the support and resources necessary to optimally achieve the mission and strategic plan of the university, understanding that it will most likely require difficult decisions. In turn, the University President has the responsibility of ensuring the BOT is kept fully appraised of ongoing progress and challenges, a task that entails maximum transparency, candid honesty, and a clear understanding of what is right.

14. Jennifer E. Bird-Pollan ’99 Lib

The Board of Trustees and the university president need to work together to ensure that the students and faculty of Penn State are given every possible opportunity for success. The relationship need not be antagonistic, but the Board has an obligation to monitor university administration. Trustees must be truly independent in order to provide the kind of oversight necessary. The most valuable members of the Board are those who can evaluate decisions objectively, putting the future of the university ahead of any personal agenda. While the President is, in many respects, the face of Penn State to the world, the Board has an obligation to vigilantly observe all operations of the university. This means spending time talking with students, faculty, and staff to make sure that their voices are heard and their first hand experiences are considered in decisions made by the administration. When members of the Board see the central administration making decisions that may jeopardize the future of the university, they must have the strength and foresight to act swiftly and decisively. This requires being deeply engaged with the administration at all times, but retaining sufficient independence to respond appropriately when necessary. At the same time, the Board must support the president in fundraising efforts and in advocating for the university at the state and federal level. Intelligent, educated, experienced and independent Trustees provide the best set of skills to serve Penn State as members of the Board.

15. John J. Graham Jr. ’99 Lib

There are numerous institutions of higher learning that provide examples of successful and healthy relationships between university presidents and their boards of trustees. Each of these successful examples shares a set of common factors, including:

  •       A clearly defined set of responsibilities for the board and the president;
  •       Board members who are highly informed and actively engaged;
  •       Active and ongoing collaboration between the board and president throughout the year;
  •       Continuity of leadership in both faculty and board;
  •       An institutional culture of collaboration and trust between the board and president;
  •       Mechanisms for transparency between each party and the institution’s students and alumni.

The above factors allow a board of trustees and its president to develop a relationship of mutual confidence and understanding. When the duties, authorities and responsibilities of each party are well defined, and there is an expectation and confidence that each party is carrying out its obligations, the university will be well equipped to quickly and effectively accomplish short and long term goals. Another word on transparency: I have developed a strategy for engaging alumni to share their opinions about how the board should address issues facing the university. This strategy is efficient and will allow me to communicate data about alumni sentiment in real time. I am prepared to enact this strategy, at my own cost, beginning on my first day of service—thereby creating a concrete measure of transparency and accountability. If you would like to be included in this strategy, please submit your contact information at

16. Vincent J. “V.J.” Tedesco III ’86, ’95 MA Lib

The root cause of our recent tribulations is the unchecked and unhealthy concentration of power in the hands of the Chairman of the Board of Trustees, the Board’s Executive Committee, and the University President. Thus, reforming the governance of Penn State should be our highest priority. We must re-establish appropriate checks and balances and make our governance more transparent and accountable. We cannot afford to have “country club” Trustees who simply rubber stamp decisions made in secret by a cabal of the Executive Committee, the Chairman, and the President. An effective Board actively exercises its stewardship and fiduciary responsibilities. It provides strategic direction, approves policies and provides oversight of the university’s administration. The power of the Board’s Chairman and Executive Committee should be carefully limited to ensure that they do not wield unchecked control over the Board and the University as they currently do. The University President should manage day-to-day operations and serve as Penn State’s public face. He develops and implements plans that achieve strategic goals and implements policies established by the Board. As Dr. Eric Barron assumes his duties, it is critical that the Board re-establish this right and proper relationship. Finally, transparency cannot exist only when it is convenient for the Trustees and its Administration. With modest changes to address legitimate concerns about research and other proprietary matters, the University must be included and be fully compliant with Pennsylvania’s Sunshine and Ethics Acts, its Right-to-Know Law and embrace systemic transparency in all its activities.

17. Laurie Anne Stanell ’80 Sci

According to the University Charter, the Board of Trustees has complete responsibility for the government and welfare of the University including students, faculty and staff. The relationship between the Board and the President of the University was established in the Charter. Authority and day to day management and control of the University and establishment of policies and procedures for education and other operations at Penn State are delegated to the President either by delegation or consultation with the faculty and students in accordance with the general directives of the Board of Trustees The Board must rely on the judgment and decisions of those who operate under its authority. The Board must be continually aware of the operations at the University so they should continually receive and consider thorough and forthright reports about the University, from the President or those designated directly by the President. The Board of Trustees has the continuing obligation to require information or answers on any University matter with which the Board is concerned. The Board shall also assist the President in the development of effective relationships between the University and the various agencies in Pennsylvania and the United States which provide the University with assistance and direction.

18. Julie Harris McHugh ’86 Bus

The Board of Trustees must ensure that Penn State remains on the leading edge of providing a world-class, affordable education in an increasingly challenging environment. The Board must collaborate with our new President in setting a compelling vision and updating the University’s strategic plan. The current strategic plan sunsets this year, providing Dr. Barron a significant and immediate opportunity to put his personal leadership mark on the next chapter of Penn State’s history. As a trustee, I will bring a spirit of optimism and excitement to defining the roadmap for our future. The Board of Trustees is responsible for ensuring that the best interests of all University stakeholders are considered in setting major goals and making important decisions. To this end as a Trustee, I will be an ambassador for all stakeholders: students, faculty, alumni, staff and the community that we serve, and I will help Dr. Barron to connect with these constituents. The Board must ensure that the University’s financial resources are being used wisely and that all activities of the University are carried out with the highest ethical standard and in full compliance with all laws and regulations. As an experienced director on boards of public, private company and non-profit boards, I understand the duties of a Trustee and will carry them out with enthusiasm in service of the University. As a trustee, I will respect Dr. Barron’s role in leading the day to day operations of the University while ensuring administration accountability and transparency.

19. Christine Stempka Rhoads ’99 Com

The governing board needs new membership and individuals with diverse skills and ideas. The Board has enough lawyers, politicians and other professionals who are concerned with self-preservation and personal advancement. We need people to serve with a track record for helping others not just financially, but willing to give their time for the right reasons. The Board should work alongside and support the University administration.

20. H. Jesse Arnelle ’55 Lib, ’62 JD Law


21. Matthew W. Schuyler ’87 Bus

The basis of the relationship follows a general rule of thumb: Day-to-day management of the University is delegated to the President. The Board provides counsel and governs. But as we discuss the overall relationship, it is important to differentiate between the Board as a whole and the Board as individuals. The value of the Board is that each member brings unique skills, perspectives and insight into the University. If done correctly, important decisions should be made after differing opinions are expressed, evaluated and reconciled. Unanimous votes should not be the goal. Tough questions, rich debate, and sound solutions for our beloved University should be the goal. As we know all too clearly, it is critical that the relationship between the Board of Trustees and the President is transparent, respectful and filled with a deep commitment to uphold the honor of our institution. Together, the President and the Board should prioritize students first and all subsequent decision-making should generate from that position.

22. Albert L. Lord ’67 Bus

This relationship is vital to any enterprise. That burden rests more heavily on the Board than the CEO, who is always informed. History is replete with thriving organizations with first-rate CEOs and mediocre boards—not the reverse. Penn State’s history demonstrates this principal too clearly. The most respected public university in America prospered with an uninvolved and oversized Board.

Notwithstanding years of “success with honor” produced by management, when needed most our key managers were removed by the Board. This catastrophic error has been described often in all its horror. Still it must be remembered: Our Board and CEO interacted often yet neither knew the other. Communication failed; our boardroom dysfunction was exposed to the world.

No communication at any level would have stopped Sandusky’s depredations. Reasonable boardroom behavior would have minimized reputational damage. I am inclined to put this failure more on the Board than the CEO; however, both failed miserably, particularly during the months before the presentment.

The relationship among the Board members failed and its relationship with our CEO failed.  Governance experts (a burgeoning industry) believe separating the CEO/Board relationship appropriate. I disagree. Separation is counterproductive. That relationship should be open and candid. The CEO and Board are peers; they have same goals and should be equally engaged. Neither should be superior nor subordinate to the other.

Our Board and most not-for-profit Boards are oversized, impersonal and therefore clumsy. Any change that reduces Board size and demands more genuine engagement from members will improve Board.

23. Keith Bierly ’77 Lib

The Penn State Board of Trustees has delegated to the University President the day-to-day management of the University. That is appropriate.  What could be improved under new President Eric Barron is the communication between the President and the Board.

This communication really is a two-way street. The President must inform the Board of major issues within the University system, including problem areas, and the Board of Trustees must provide advice to the President as to what they believe are critical issues facing the University. A diverse Board of Trustees should be engaged at the county, state, and federal level with governmental officials who are critical to Penn State’s future.

I understand the relationship between the University President and Board of Trustees because I have operated as both a member of numerous boards of directors, including 16 years as a Centre County Commissioner, and I have been a day-to-day administrator of a statewide regulatory agency who reported to a board which served more than 12 million Pennsylvania citizens.

My approach was to keep this statewide board apprised of our daily managment without burdening them with details. If it was a close call as to updating the board, I would err on the side of providing “too much information.”

Ideally, the President leads, but the Trustees provide solid support. I would be very comfortable in providing advice to a University President given my 35 years in government.  As an INDEPENDENT candidate, my role on the Board would be a significant one.

24. R. Seth Williams ’89 Lib

The relationship should be like that of a CEO to its board in the private sector. Our board should be smaller and more transparent, fully not just partially, embracing the reforms Pennsylvania Auditor General Wagner made to the commonwealth’s general assembly. I have a proven track record of fighting for transparency for the benefit of students as an undergraduate. I’ll do it again as your trustee

25. Robert J. Bowsher ’86 Bus

From now on, let’s hope we never hear these words spoken on a Penn State campus: “The President has the Board of Trustees in his hip pocket.” For Penn State to thrive in the 21st century, the Board of Trustees and the university president must foster a professional relationship that is above reproach. The current separation of duties must remain intact. The Board of Trustees should continue setting the overarching policies and approving the university’s budgets. The President should continue handling the day-to-day management and control of the university. The Board of Trustees must also continue respecting the President’s autonomy; faculty and staff must never be led by a president who’s merely a Board of Trustees puppet. The President should always be a primary source of information for the Board of Trustees, but certainly not the only source. Standing Order IX must be rewritten so that trustees can contact faculty, staff, students, and other Penn State constituents without needing the President’s approval. The Board of Trustees should evaluate the President’s performance annually. The trustees should also seek feedback from the President in order to strengthen their collaborative working relationship. The Board of Trustees and the President should have an arm’s-length social relationship. It’s natural and permissible for friendships to form between trustees and the university president. However, they should not be spending weekends or vacations together, and under no circumstances should the trustees and the university president ever become drinking buddies.

26. Rudolph Karl Glocker ’91, ’93 MA Lib

The Board of Trustees should have three types of relationships with the President: advisory, oversight, and collaboration.

Trustees need to provide advice based upon their knowledge and experience. To maximize the efficacy of this advice Penn State needs trustees of diverse geographical, professional, non-profit and educational backgrounds. Critical areas of focus include:

  1. Building a global educational brand
  2. Adapting to the changes in higher education (for profit, online, globalization)
  3. Attracting top talent (faculty and students)

The Board’s oversight of the President’s office is critical to make sure decisions are going through a rigorous and thoughtful process. Key decisions areas include:

  1. University finances (tuition, capital spending, budgeting)
  2. Key academic initiatives
  3. Allocation of scarce University resources (facilities, faculty and management time)

Penn State senior leadership needs to collaborate on key initiatives of the University. This teamwork will produce better outcomes, ensure uniformity of purpose, and bring Trustee experience and knowledge to bear on salient issues such as:

  1. Making Penn State the world’s leading University
  2. World Campus
  3. Healing the rift with Alumni
  4. Recognizing the contributions of Joe and Sue Paterno

Board advice, oversight and collaboration are critical for the success of the President and Penn State.  While the two need to work together, they also need to push each other for excellence in the decision making process.  Only with this type of interaction can Penn State become the world’s leading University.

27. Alice W. Pope ’79, ’83 MA, ’86 PhD Lib

For Penn State to fully realize its potential, the Board and the president should have complementary roles in leading the university. The Board and the president should be jointly responsible for setting major policy and for visionary planning to position the university to thrive in the future. From there, the two should adopt different roles—the president is responsible for executing the plan and the Board is responsible for supervising the president’s efforts and judging his or her success. The Board should not meddle in running the university, but it must insist on being fully informed about the university’s activities so that it can make good decisions. The Board should endorse and support the president’s leadership in fundraising, governmental relations, and the promotion of good relations with students, faculty, staff, communities across the Commonwealth, alumni, and other stakeholders. Penn State’s board recently hired a governance consultant who openly acknowledges her lack of expertise with educational organizations. Perhaps this should not be surprising, given the preponderance of trustees with corporate backgrounds. Because teaching, research, outreach, and public service are Penn State’s core mission, the Board would benefit from the expertise and background of someone from higher education—something I can provide as a professor with over 25 years of experience, and three degrees from Penn State. A primary concern for me is ensuring that the Board adopts best practices for educational governance. This will help Penn State continue—and strengthen—its tradition of academic excellence.

28. Robert C. Jubelirer ’59 Lib, ’62 JD Law

The relationship between the Board of Trustees and the university president should be one of mutual respect and authority. The change to make the president a non-voting Trustee was an important recent step in restoring balance to the relationship. Another step to take in order to engender more trust with all Penn Staters is to change the role of the university’s legal counsel. The Board and president should not share the same attorney with the University. It can represent a conflict of interest. One of the most significant criticisms of the current administration is that the president—with a select group of Trustees—can make enormous decisions regarding the future of the University. An example was the decision President Erickson made to accept the NCAA sanctions imposed against the Penn State football program. Such a momentous decision should have been reviewed by the entire Board, thoroughly discussed and agreed upon before making a decision. Sadly, there is a common thread that now runs through the Board of Trustees: that only a few select members of the executive committee can make a decision that affects our whole University and all of her stakeholders. This form of elite decision-making must change and include the entire Board in deliberations. All members should be informed of all decisions and no longer be kept in the dark. Lack of transparency breeds mistrust. President Barron now has the opportunity to “turn on the light,” and so far we have reasons to be encouraged.

29. Brian M. Rutter ’03 Bus

The Board of Trustees and the university President should work exactly how the board policies dictate. The Board is entrusted to select the President of the university as well as the policies and procedures to reach major university goals. From there it is the job of the board to support their choice in the President and serve as advisers to the President on any matters that he/she may require. Knowing that the board is indeed empowered to select the President, it is essential that after doing so, whether or not it’s to the liking of each individual board member, to support him/her in in all that the President requires to most effectively run Penn State. In the past 3 years, we as a university community have felt the pain of a board and community divided and the constant process of looking backward at what was done wrong. It is time for the board to work together, despite differences in individual opinion, and to look forward with specific measurable actions for success hand-in-hand with the President in every major university decision. As President Barron takes the reins of PSU, it is the job of every alumni, faculty, staff, student, member of the community, and board member to trust and support him to take PSU to a higher level of success.

30. Allen L. Soyster ’65 Eng

Actually, the relationship is already well defined in our Board Bylaws. However, in recent times this relationship must have been on “cruise control,” an era in which, apparently, the flow of information into and from the Board was confused and compromised. To the Board’s credit, the cancel “cruise control” button has been pushed. But there is another navigation button on the dashboard (“information”) which deserves attention. This “information” button is the Role of the Board found on our Board website. By simply following its own time-tested roles and responsibilities, the recent breakdown and conflict between the past President and the Board would have been avoided. What are these responsibilities which define this relationship? Two Board responsibilities stand out to me: One, “… the Board shall carry out certain responsibilities, without delegation (emphasis added)… • …the determination of the major goals of the University…..” Second, the Board • “…has a continuing obligation to require information or answers on any University matter of concern…” The Bylaws also specify that the President “shall see that” Board policies and programs “are carried out.” What could be clearer? The Board needs to share the vision and aspirations of its Major Goals and post on its website. In doing so, the Board transitions focus from the past to the future, asserts its rightful authority and inspires the alumni and University community. Furthermore, this posting might replace the (very tired, 119-item) “Freeh Report Card” and, in doing so, symbolically show that we welcome our new President into a new era.

31. Robert Hooper ’79 H&HD

The ultimate power and authority of an organization such as Penn State is retained within the Board of Trustees. That authority is delivered to the Board by the organization’s Bylaws and other foundation documents. Those documents may establish a “transfer or delegation” of authority in certain areas to be exercised at the discretion of the President, but these powers are usually limited to executing such motions and directives as are considered and adopted by the Board. The Penn State Bylaws grant considerable power to the President, but place all under the “control of the Board of Trustees.” They state in part: Subject to the control of the Board of Trustees, the President shall have general supervision of and general management and executive powers over all the property, operations, business, affairs and employees of the University, and shall see that the policies and programs adopted or approved by the Board of Trustees are carried out. Ultimately, the President is the individual in charge of the day to day function of the University, its property, personnel and systems. The relationship should be one of trust but also of duty, in that a President who assumes excessive authority will surely be reined back by the Board—which will be disruptive to all systems. Still, wise board members must realize that a President cannot be hampered by an excessively involved board. It is the overall duty of the Board Chair to find and maintain a balance that allows these relationships to be productive.

32. Art Greenwald ’76 Lib

As in all healthy and productive human relationships, it must function as a partnership based on mutual respect, trust, communications, compromise and cooperation, all for the betterment of the university and the people it serves. While he must be respected as leader and supported in his executive role, the university president should never rule as a top-down dictatorship with the BOTs as passive underlings rubber-stamping policy. Both parties must be active and equal partners, amenable to all ideas, positions and possibilities. The president must create an open and engaging atmosphere in which BOT members feel they can comfortably, and without recrimination, discuss and debate germane and sensitive issues freely and candidly, even the unpopular, minority ones. Censoring or alienating anyone on the BOT should never be tolerated. Civil disagreement, diplomacy and fair negotiation are fundamental to this relationship. BOT members must also be permitted the right as well as the duty to politely and respectfully ask relevant questions of the president before, during and after decision-making. Regarding appropriate contact with the president whether electronically or in person, it should not be narrowly regulated nor confined to structured board meetings. Within reasonable boundaries, an open-door policy with the president is advised, lines of communications open, steady and maintained. It is also crucial that a president seek input from BOT members on vital issues and vice versa. The BOTs and the president must work together as one team, the Penn State way, to ensure an operationally and economically sound and stable institution.


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