Posts tagged ‘Bill Oldsey’

Trustees Vote Against Examining the Freeh Report

In a contentious 90-minute special meeting Tuesday, the Board of Trustees voted down a proposal to formally examine the findings of the Freeh Report, voting instead to maintain its current stance of waiting until legal proceedings related to the Sandusky scandal run their course.

Alumni trustee Al Lord ’67 presented the initial resolution, which proposed the creation of an ad hoc committee to “examine the Freeh Report, meet with Freeh and his investigative team, review the full set of undisclosed communications and report its findings to the full board.” That resolution was defeated by a 17-9 vote, with Lord and the other eight alumni-elected trustees the only “yes” votes. A second resolution, presented by gubernatorial appointee and board vice chair Kathleen Casey ’88, proposed that the board “continue to actively monitor the discovery and factual investigations … and, upon conclusion of such proceedings, shall determine whether any action is appropriate and in the best interest of Penn State.” That resolution passed 17-8, with alumni trustee Adam Taliaferro ’05 abstaining.

It was Lord, during discussion of the second resolution, who asked Casey to clarify whether the action in her proposal (written in collaboration with Ken Frazier ’73) was simply to “continue.” When Casey said yes, Lord replied, “Continue to do what we’re doing? Resolutions should do something. This is ‘continue to do nothing.'” It was an exchange that got to the heart of the divide among the board’s members: The alumni trustees remain committed to repudiating the most damning findings of the Freeh Report, while the majority of board members argue that any such action is at best premature.

Lord introduced the amended resolution, first proposed in July, by acknowledging other issues that demand the board’s attention. “I wish that instead of talking about being pleased with only increasing tuition two or three percent, we were talking about decreasing tuition,” he said. “But what needs immediate attention is the Freeh Report… My feeling is that the consequences of the Freeh Report and the NCAA consent decree live on.” He cited comments and signs encountered by Penn State fans at the Rutgers football game last month as proof that the damage to the university’s reputation remains unchecked. “When I saw those signs, it occurred to me how far we’ve fallen, or how other people think we’ve fallen, because we don’t stand up for ourselves. I’m bothered by how meekly we react. Generally speaking, we don’t react at all … there’s a sense of ‘Suck it up, we deserve it.’ We don’t deserve it.”

The four-person ad hoc committee proposed in Lord’s resolution would have included Lord, fellow alumni trustee Anthony Lubrano ’82, and two members appointed by board chair Keith Masser ’73. The alumni trustees were unanimous in their support: Ted Brown ’68 argued that any trustee who said they’d be willing to defend the university’s reputation in a one-on-one conversation was obligated to support the proposal, while Bob Jubelirer ’59, ’62g disputed the need to wait on the legal outcomes: “There is no downside, none at all, if we review the Freeh Report.”

Counterarguments came from Keith Eckel, an elected agricultural trustee, who cited strong applicant numbers and an upgraded credit rating as signs of the university’s health, and argued that the board’s responsibility was to “our students and our constituents. I urge the defeat of this resolution and the moving forward of the university, and the continued observation of the results of the trials that are ongoing, and because of which we cannot make any decision today.” That response brought an isolated “boo” from someone in the audience of roughly 100 people, many of whom applauded points made by the various alumni trustees. An otherwise tame exchange between the business and industry-elected trustee Rick Dandrea ’77 (an attorney who argued the wait-and-see approach on the ongoing court cases) and alumni trustee Ryan McCombie ’70 led to a more strident response from the crowd; two audience members were escorted out of the meeting after loud outbursts, prompting Masser to slam his gavel at the podium, while Lord turned toward the crowd and made a “time out” signal to try to quiet things down.

When order was restored, McCombie finished his point: “We accepted a scarlet letter that said we are a ‘football culture,’ when everyone knows we aren’t a football culture. I refuse to accept that letter; I don’t think the university should, either.”

After a bit more back and forth between the two sides—and the removal of one more audience member after an extended outburst—the trustees voted, with the the “nays” carrying the day. That was followed by the introduction of Casey’s resolution, a brief back-and-forth about when the board members had initially received it (the proposal was sent out electronically last Friday), and objections from Lord, Lubrano, and Bill Oldsey ’76 about the proposal’s wording. Taking issue with the final paragraph of Casey’s proposal, Oldsey noted, “It says ‘consistent with fiduciary duty’ … and then it says we’re going to wait and see. Unless I missed the last two hours, there is a lot of disagreement on the board about our fiduciary duty.”

That disagreement doesn’t figure to change anytime soon. A quick vote to table the proposal until a later date was shot down along the expected lines—the nine alumni trustees once again voted together—before the actual vote on the Casey/Frazier “wait and see” resolution. It passed.

Ryan Jones, senior editor

October 28, 2014 at 3:35 pm 4 comments

The Penn Stater Daily — Nov. 25, 2013

Weekend sports recap: Another home game in Beaver Stadium, another overtime. It’s getting to be routine. This time, however, Nebraska defeated the Nittany Lions, although David Jones of The Patriot-News points out that Penn State always plays hard, and unlike most other teams, it doesn’t have any room for error. … A cross-country flight didn’t bother the men’s soccer team, which advanced to the Sweet 16 with a 1-0 victory over UC-Santa Barbara. Next up: seventh-seed New Mexico, on the road, Dec. 1. … The No. 2 women’s volleyball team won its 17th consecutive match and clinched a share of the Big Ten title over the weekend as it honored seniors Ariel Scott, Deja McClendon, and Katie Slay. … Brandon Taylor’s career-high 25 points led the men’s basketball team over Longwood. … For the third consecutive season, the wrestling team opened its schedule by raising the NCAA championship banner. It then won eight of 10 matches—one by pin, two by tech fall—to beat Lock Haven 34-6.

Born to help children: In the wake of the Sandusky scandal, the university made a commitment to increase its research on child abuse and outreach to victims. The result: the Network on Child Protection and Well-Being, which is led by Jennie Noll, who came to Penn State as part of a group hire to beef up the university’s experts in the field. Jack Small, a Penn State journalism student who is writing for the Centre Daily Times as part of an advanced news writing class this semester (and, full disclosure, one of my former students), did a great job profiling Noll and tracing her path to Penn State. “Part of the reason I decided to join Penn State is because of the efforts I saw the school making after the scandal,” she said. “The only silver lining out of that terrible situation is that we now have a great opportunity to do some good.”

Matt Freeman twirled fire in his final Beaver Stadium performance. (Penn State News photo.)

Matt Freeman twirled fire in his final Beaver Stadium performance. (Penn State News photo.)

Final bow for feature twirler: Matt Freeman’s high school principal told him there was no way he could ever achieve his goal—becoming the feature twirler for the Penn State Blue Band. Goes to show what that principal knew. Freeman gave his final Beaver Stadium appearance Saturday, and Sue Snyder of The Philadelphia Inquirer wrote a nice piece about his rise to prominence—and a world championship.

Oldsey named to presidential selection council: A surprise announcement began Friday’s Board of Trustees meeting: Bill Oldsey ’76 was named to the Trustee Presidential Selection Council, meaning another trustee elected by alumni and another trustee with experience in higher education will be part of the group that interviews finalists for the president’s job. The search has been extended, but trustees say a new president will be hired before Rod Erickson retires June 30, 2014.

Lori Shontz, senior editor

November 25, 2013 at 12:51 pm Leave a comment

Oldsey Added to Trustee Presidential Selection Council

Bill Oldsey will join the Trustee Presidential Selection Council.

Bill Oldsey will join the Trustee Presidential Selection Council.

As far as Bill Oldsey ’76 was concerned, the reason he was added to the Trustee Presidential Selection Council was simple. “Some thought I might be able to add value to the process,” he said. “This is all about getting a world-class leader for this university, and I am proud and pleased to do anything I can to help contribute to that.”

The surprise announcement of Oldsey’s appointment, which kicked off Friday’s Board of Trustees meeting, followed what seemed to be several weeks of discussion about the composition of the selection council. Anthony Lubrano ’82 had complained publicly about the fact that only one trustee elected by alumni was on the council, and a good part of Thursday’s meeting of the governance and long-range planning committee was devoted to the presidential search process.

The trustees had originally hoped to vote on a successor to Rod Erickson around this time, but the board’s apparent finalist turned out to have padded his compensation at SUNY’s Upstate Medical School. Board chair Keith Masser ’73 said adding an additional member to the selection council had been discussed  “since we’ve re-set the process, kind of.” He cited the need to reflect the latest additions to the board, who joined after the selection council had been chosen, and he said the specific decision was made because of Oldsey’s “unique experience.”

Oldsey was elected to the board by alumni in 2013 (he also ran in 2012), and he was endorsed by Penn Staters For Responsible Stewardship, which has been highly critical of the board’s handling of the Sandusky scandal and more recently of the presidential search process.

He also is one of the few members of the board with a strong background in higher education; Oldsey has worked in educational publishing for 30 years, and his parents were, as he put it, “both academicians.” Said Oldsey, “That’s one of the things I think that made me an interesting candidate when I ran last year.”

Only one other trustee, Marianne Ellis Alexander ’62, has significant experience in higher education; she spent 15 years as executive director and president of the Public Leadership Education Network. (The university president, of course, has higher education experience, but that’s no longer a voting position.)

Oldsey said he believes strongly that any updates about the presidential search need to come from Masser to eliminate the “possibility of problematic communication” when someone else speaks.

“It should also be noted that there are some really extraordinary people on this selection council that would have made good decisions with or without me,” he said.  “But I’m very pleased to be able to do this. I would run through a brick wall for this place to get the right leader, and that’s what this is about.”

Other notes from the Board of Trustees meeting:

Student Anthony Panichelli addresses the board during the public comment session.

Student Anthony Panichelli addresses the board during the public comment session.

—More than half of the speakers during the public comment session were students, who brought up weighty issues affecting students: representation on the Board of Trustees, the effect the Affordable Care Act may have on students by reducing work hours, and student loans. The hottest topic was advocating for a permanent student trustee. The board has included a student since 1973, when then-Gov. Milton Shapp appointed a student, and governors have continued that tradition.

But it is only a tradition. Student government representatives want to guarantee a seat, and they want that trustee to not be appointed by the governor, but chosen by students. Anthony Panichelli, a representative of the University Park Undergraduate Association, told the board that here should “never ever be a question again that there will be proper student representation.”

—The board made two changes to its bylaws: The annual meeting, when trustees choose their officers and take care of “other organizational business,” will now be in July. The annual meeting was previously in January, which did not match up with when new members join the board, which is July. It also added a seventh standing committee, the compensation committee.

As I’ve written in previous posts, this committee would help to determine salaries for several tiers of university officials, ranging from the president (its primary purpose) down through top vice presidents, the athletic director, and even some highly paid coaches.

After speaking with Frank Guadagnino ’78, an outside attorney hired by Penn State to consult on governance issues, I wrote this in September: The trustees have historically had an ad-hoc group called the compensation council, consisting of the chair, vice chair, immediate past chair, and chair of the finance and business committee. This group essentially approves compensation that is decided upon during the negotiation process, and it brings the president’s compensation before the board for approval. A review by Susan Basso, vice president for human resources, indicated the need for a more formal and structured process, so the governance committee has proposed the formation of a standing committee on compensation.

Joel Myers ’61, ’63g, ’71g, chair of the outreach committee, announced three changes to the public comment session that will be made after suggestions from alumna Alice Pope ’79, ’83g, ’86g: (1) people will be encouraged to direct questions to committee chairs, who will answer “respectful” queries or pass them on to the appropriate department, (2) a large digital clock will be used to time the three-minute each speaker gets a public comment, preventing the one-minute warning that Pope said may distract speakers, and (3) the possibility of increasing the 48-hour notice that speakers selected for public comment get to 72 hours or more, making the process easier on speakers from out of town.

Lori Shontz, senior editor

November 23, 2013 at 11:43 pm 2 comments

Emeritus Trustees Become Point of Contention

It’s certainly not news that Penn State’s Board of Trustees has some divisions:

—In the past two alumni trustee elections, candidates upset with the board’s handling of the Sandusky scandal—and particularly its treatment of Joe Paterno—won election by large margins.

—Friday’s election for vice chair won’t be a formality, because there are two candidates, Ryan McCombie ’70 and Paul Silvis ’06g. Although it’s not unprecedented to have an actual vote, it is rare. (And there were three candidates until Linda Brodsky Strumpf ’69 withdrew Thursday morning.)

—Five of the trustees have joined the Paterno family, former Penn State football coaches and players, and Penn State faculty in a lawsuit against the NCAA.

But for a vivid example of the division—and the emotion involved—look no further than the governance and long-range planning committee’s discussion Thursday afternoon at Penn State Fayette about whether to recommend two former trustees for emeritus status.

The background: Emeritus status is granted to former trustees who have “served as a board member for 12 years or more with distinction,” according to the board’s standing orders (click here for a PDF; scroll down to page 11 for the specific criteria considered). Making clear the role of emeritus trustees and deciding upon more specific criteria has come up in discussions about governance reform, but the issue hasn’t really been discussed deeply.

On Thursday afternoon, for the first time since the scandal, the governance committee considered recommending former trustees for emeritus status. Keith Eckel, the new chair of the committee, put forth the names of the two alumni trustees who left the board in June 2012: David Jones ’54, who decided to not run for reelection, and Anne Riley ’64, ’75g, who was defeated. Both had been on the board since 1997.

Immediately, alumni trustee Anthony Lubrano ’82 spoke up.

“These two may well be qualified to receive that status from this board,” he said. “But I think we would be sending the wrong message to our community if we granted them the status today when we haven’t yet decided what status we give to Joe Paterno, who gave 61 years of exemplary service.”

Barbara Doran ’75, who just joined the board after becoming the top vote-getter in the most recent alumni trustee election, immediately backed him up. “I think it’s a legitimate issue because of where the alumni are,” she said. “One issue is how Joe Paterno has been treated. I know the board has said at some point in time it’s going to honor Joe Paterno, but that time is not here yet. So I think this timing on this … the time now is not ideal in terms of alumni feeling about this.”

The first voice for the opposing view was another alumni trustee, Marianne Ellis Alexander ’62, who has been on the board since 2005: “I think it would be unfair to hold these two people hostage. … We’re talking about status for people who have served on the Board of Trustees; this is a very narrow subject that we’re talking about. In the case of these individuals, they’ve done exactly what I think would qualify them to be an emeritus trustee. Quite frankly, I think we need their help out there … for example, as ambassadors for the good of the university. I think they should be recognized. This is a separate issue from the former issue.”

The discussion continued in the same vein for about 15 minutes and included a heated exchange between Lubrano and board chair Keith Masser ’73 over the procedure used in May to vote on the governance reforms. Lubrano accused Masser of going back on his pledge to vote on each individual reform separately; Masser said he had provided an opportunity to do so via a procedural move to save time and added, angrily, “I fulfilled my word!”

Another new trustee, business and industry appointee Richard Dandrea ’77, said he agreed with Alexander. “There’s no reason to obstruct the recognition of these individuals because, Anthony, of your desire to see the recognition move at a different pace than apparently the board has decided to go.”

Also weighing in was Bill Oldsey ’76, another newly elected alumni trustee, who is not a member of the committee but was sitting at the end of the meeting table. It’s not unusual for trustees from other committees to sit in on discussions, but they generally sit in the area provided for the public to observe, as McCombie was doing during this discussion.

Oldsey said he doesn’t know Jones, but that he knows Riley well. “Anne will never stop being an ambassador for Penn State, whether she’s granted emeritus status or not,” he said. “She’s one of the truest Penn Staters. I may not agree with every decision she’s made, but she’s an extraordinary Penn Stater. I don’t think you can take that out of Anne Riley. It’s just part of her DNA.

“Many times in business, you have to hold off on one decision to leverage what is perhaps a more important decision. This is the way things happen sometimes. The phrase holding hostage, I’m not sure is completely apropos here. I do think some of us have an extraordinarily good radar right now for how the alumni base will react to certain things. You may believe it or choose not to believe it. That’s up to you. But the alumni base may not respond particularly well. We have to decide as a board whether we care or not.”

After a little more back-and-forth about the qualifications for and duties of  an emeritus trustee, Oldsey’s statement prompted Jim Broadhurst ’65, the former committee chair, to weigh in on behalf of Riley:

“I hate to do this,” he began. “But you can’t know her that well in that you don’t know how important this distinction is to her. I have never, in my many years on the board, ever seen anyone up for this status that was so anticipating that occurring in her life.” Broadhurst turned to address Oldsey directly. “You ought to go talk to her about it, see how important it is to her. It’s extremely important.”

Broadhurst talked a bit about how the role of an emeritus trustee has changed; they are less involved than they were in the past, and the board is still considering exactly what the emeritus trustees’ role will be in the future. He talked about what Riley has done for Penn State, how she teaches classes and has been helping oversee the restoration of the Land Grant Frescos in Old Main. He pointed out that in the past, trustees qualified for emeritus status received it within months—at the meeting after their final board meeting—but that the current contenders had been on hold for a year.

“I think to hold this up would be a travesty,” he concluded. “As much respect as I have for Joe and everyone else … I feel sorry for the alumni that would be disappointed in this action, I really do.”

The committee then voted on whether to recommend Riley to be named emerita trustee. Lubrano voted no loudly and said he would like his vote “absolutely recorded.” Doran voted no as well, but she did so silently, by raising her hand, and Tom Poole ’84g, the board’s secretary, made sure to clarify what the final vote was. It was 5-2.

The committee next considered Jones, and while the discussion was shorter and less passionate, it followed the same basic framework. The vote was the same, too: 5-2 in favor of recommending emeritus status for Jones. Among its other business Friday—including approving a tuition increase and electing a vice chair—the full board will vote on the recommendations.

Lori Shontz, senior editor

July 12, 2013 at 7:03 am 17 comments

Trustees Ready to Implement Governance Reforms

During Thursday afternoon’s meeting of the Board of Trustees’ governance and long-range planning committee, when the committee members discussed proposed university governance reforms for the last time before they were forwarded to the full board for a Friday vote, trustee Joel Myers ’61, ’63g, ’71g wanted to know whether the package is “the most sweeping ever made in the history of Penn State.”

From most quarters on the committee, the answer was a resounding yes.

Frank Guadagnino 78, an outside attorney from Reed Smith hired by Penn State for his expertise on governance issues, said that his historical research showed they were “right up there,” and he stressed that previous changes had been made incrementally. He called the package “the most comprehensive review and change found in the historical record.”

Board chair Keith Masser ’73 said he had recently attended an Association of Governing Boards conference, where he discovered that Penn State’s recent governance and compliance initiatives were being benchmarked. “Other universities are looking upon us for the changes we’ve made—they’re studying us,” he said. “That made a good feeling, coming away from that.”

That the proposed changes are particularly important was obvious just from looking around the room. The audience included two members of president’s council—senior vice president for development Rod Kirsch and vice president for administration Tom Poole—along with trustee Linda Brodsky Strumpf ’69 (who doesn’t serve on this standing committee), and at least four alumni candidates for the board: Bill Cluck ’82, Ted Sebastianelli ’69, Ted Brown ’68, and Bill Oldsey ’76.  Trustee Anthony Lubrano ’82 popped his head in midway through but didn’t enter.

But really, not much happened. The committee voted unanimously to recommend approval of its governance reform package. Friday’s single up-or-down vote by the whole board will encompass all of the proposed changes to the bylaws, standing orders, and the university’s charter. A handful of spectators questioned the committee members before the meeting adjourned, mostly asking for more openness and engagement with the public; there was no back-and-forth about the proposed changes.

The major changes are already well-known: The university president and the governor would become non-voting members, the quorum will be increased from 13 to a simple majority, the number of trustees on standing committees will be reduced from six to five (because there are more committees).

Two pieces of the reform package are less well understood: the conflict of interest policy, and provisions increasing the amount of time a university employee must wait before joining the board and vice versa. Slowly, a clearer picture is beginning to emerge.

During the meeting, the committee highlighted the proposed increased waiting period for a university employee to become a trustee—five years, up from the current three. They did not, however, indicate that the reverse would also be true—that a trustee could not step down and immediately become an employee—and that has become a rallying point for many critics of the board.

Asked after the meeting by a group of reporters to clarify, neither committee chair Jim Broadhurst ’59 nor Paula Ammerman, the board’s secretary, were able to pinpoint where the latter provision was in the new bylaws, but they indicated it was there. The new language can be found in the board’s agenda by clicking here for the proposed changes. The exact language can be found under the conflict of interest policy, Section 8.12 in the proposed new bylaws (scroll down to page 53).

It says: “No Trustee may be employed by the University in any capacity before the fifth (5th) anniversary of the date on which such person last served as a Trustee, except as approved by action of the Board of Trustees.”

For comparison purposes, here’s the language for the employee-to-trustee transition, which is found in Section 2.02, Qualifications for Membership (page 18 in the link): “A person shall not be eligible to serve as a member of the Board of Trustees for a period of five (5) years from the July 1 coincident with or next following the date of (a) last employment in any capacity by the University or (b) the last day of such person’s employment with the Commonwealth of Pennsylvania as Governor, Lieutenant Governor, Auditor General, or State Treasurer.”

The difference, of course, is that the “except as approved … by the Board of Trustees” provision appears in the trustee-to-employee transition, but not the employee-to-trustee transition.

Guadagnino, the attorney, explained why after the meeting: “Hypothetically, you could have a situation where the president’s plane goes down, and you need a new president that day. And you decide, for whatever reason, it’s not the provost and it’s not some other officer—so somebody from the board needs to step in and become the president. That wouldn’t be terribly uncommon. It’s very, very unlikely, but who knows?”

The change would not be retroactive, meaning that former trustee David Joyner ’72, ’76g, ’81g would remain as athletic director. Even with the exception, Guadagnino said, such a move would be difficult in the future. “If the board, by majority vote, decides this is the best thing for the university, it’s not really different than anything else the board votes on by majority vote,” he said. “This is the rule; you’d have to really justify an exception.”

The conflict of interest policy itself—which was mentioned, but not discussed in detail, during the committee meeting—has been expanded as well. Broadhurst declined to comment on the policy afterward, telling reporters he didn’t want to miss any of the proposed policy’s many pieces. Guadagnino did comment, but he made sure to refer to the text and his notes for the same reason.

Guadagnino said he considers the conflict of interest change particularly significant; it’s “broader” now, he said. “It’s not just financial. It could be an employment relationship. It could be some family relationship. Anything that if somebody would conclude ‘That’s a conflict’ now has to be disclosed.”

The current policy, found in the current bylaws (click here to download a PDF, and scroll down to the bottom of page 8) runs for about a page, and stipulates that any trustee (or trustee’s spouse, dependent child, or partnership/organization) who has a “beneficial ownership” of 10 percent or more cannot enter into a transaction worth $10,000 or more with Penn State “unless the contract has been awarded through an open and public bidding process.” The policy also lays out a procedure for disclosure.

The new proposed bylaw is more explicit; it runs nearly five pages and specifically defines many of the terms. In Section 8.05 (page 50 in the link), it puts more responsibility on the university officials who may enter into such a transaction with a trustee: “The University official responsible for the matter must first conclude that it is in the best interests of the University to consider entering into such a contract or transaction.” It further states: “The written materials submitted to the board shall include a description of the contracting process, including the use of open and public bidding if possible and practical, and the official’s analysis of why it is in the best interests of the University to proceed with the agreement or relationship.”

Guadagnino also addressed, after the meeting, the proposed bylaw change that provides for removal of a trustee. The board always had the power to do so, he said, under section 5726 of the Pennsylvania Non-Profit Corporation law, but the proposed change spells out the procedure. “The law allows a board to remove a director, a trustee, for any proper cause set forth in the bylaws,” he said. “So we could have made it expansive, but limited it to breach of fiduciary duty. So that’s actually protective.”

The process, which is detailed in Section 2.03 (see page 19 in the link), requires a joint proposal to the board by the chair and the chair of the governance committee 30 days before removal is to be considered by the board. “A cooling-off period,” Guadagnino said, “if things get heated.” A supermajority vote—two thirds of the trustees—would then be needed to remove a trustee.

The proposed changes will be open for discussion by the full board before Friday’s vote.

Lori Shontz, senior editor

May 2, 2013 at 8:02 pm 4 comments

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