Posts tagged ‘Carl Shaffer’

Governance Committee Debates Presidential Search

Trustee Keith Eckel (Penn Stater file photo)

Trustee Keith Eckel (Penn Stater file photo)

When the agenda for Board of Trustees’ governance and long-range planning meeting on Thursday moved to new business, Anthony Lubrano ’82 was ready with his issue. He’s already been on record criticizing the search process for Penn State’s new president, saying the Trustee Presidential Selection Council does not include enough trustees who represent alumni.

This time, Lubrano proposed having a discussion about the issue, possibly as a prelude toward changing the makeup of the selection council, which interviews finalists for the position. He said that the full board should be able to meet with the finalists before voting, rather than relying on the 13-member selection council to make a recommendation for the entire board.

Governance chair Keith Eckel, a member of the selection council, said he had no problems with the process, which is the same as has been used for previous Penn State presidential searches. (Refresher: The Presidential Search and Screen Committee, composed mostly of faculty, students, and alumni, did the initial work in conjunction with executive search firm Isaacson Miller and recommended finalists to the Trustee Presidential Selection Council, which then recommends a candidate to the full board.) Said Eckel: “The process works.”

Trustee Anthony Lubrano (Penn Stater file photo)

Trustee Anthony Lubrano (Penn Stater file photo)

Responded Lubrano: “It’s a valid concern. You say to 18 members of the board: ‘Here’s a person, you can vote up or down.’ This is the most important role we play as trustees, and now you’re saying to trust us. Trust us.”

That exchange kicked the discussion to a broader level, touching on not only how the presidential search works, but how the board itself works.

First, trustee Carl Shaffer asked Lubrano why he hadn’t raised these concerns when the board passed a resolution establishing the search process in November 2012; Lubrano said he had, privately, and that at the time, the composition of the selection council wasn’t known. Only later, Lubrano said, did it become clear that selection council had only one member who was elected to the board by alumni: Marianne Ellis Alexander ’62.

This prompted a forceful response from Eckel:

“When I see the committee and the board, I see a member of the Board of Trustees. I don’t see someone elected by the ag society. I don’t see someone elected by the alumni. I don’t see somebody from business and industry. I see trustees. All equal in their ability and right to serve …”

Vice chair Paul Silvis ’06g, a guest at the committee meeting, interjected: “And passion to serve, too.”

Eckel agreed, then continued, referencing not only the selection council, but the board’s six standing committees, and the seventh standing committee to be voted on Friday, the compensation committee. “I have absolute confidence in the selection process where we put people on committees,” he said. “I serve on two committees (governance and legal), and tomorrow we will hear reports from four others, soon to be five others. I have confidence in the work of those individuals. … You have to have confidence in the people you’re working with.”

Said Lubrano: “I think the confidence has been eroded over the last two years pretty significantly. To not acknowledge that is to put your head in the sand.”

In the end, Lubrano declined to introduce a motion that would change the makeup of the selection council, which is continuing its work after its reported top choice, the president of SUNY’s Upstate Medical School, was found to have been padding his salary.

Eckel then opened the meeting, as has become his custom since becoming the chair of the committee in July, with a chance for the public to comment. The first speaker was trustee emeritus Ted Junker ’60, who said he’d served on the committees that chose both Joab Thomas and Graham Spanier, and he addressed another comment of Lubrano, about socializing with the spouse of the presidential finalists. The committee did meet with Thomas and his wife, Marly, but did not meet with Spanier’s wife, Sandra ’76g, ’81g.

The next to speak was Alice Pope ’79, ’83g, ’86g, who called herself disappointed in the discussion.

“I think it is reality for us to acknowledge that there are differences of opinions on the board and that they reflect differences of opinions within the community,” she said. “The hiring of the president really requires genuine consensus. We want the next president to succeed. This is really important, opening up a new era at Penn State. We want to form and create the next Penn State out of the ashes of what’s happened here. You proceed without the opinions of the trustees who disagree with the majority, just because they’re the minority. Minorities are important.”

Pope added that just because the process worked in the past doesn’t mean that it has to be used now, and said that as a university professor herself, she knows that some universities have found ways to open the presidential search process more. “Even if you don’t want to be open with the entire community,” she said, “you need to be open to the whole board.”

Eckel stressed that trustees are not disenfranchised—everyone gets a vote on the new president. “And the idea that minorities were excluded from the process is wrong. They were part of the vote that approved the resolutions saying a candidate will be presented to the full board.”

Said Lubrano: “Today, that vote would be very different.”

The meeting was jam-packed with discussion on weighty issues, one of which I’ve already written about (potential changes to the election of alumni trustees) and others of which I’ll explore in later blogs and the magazine. Here are a couple of additional noteworthy items:

—Eckel announced the hiring of Holly Gregory as its consultant to help the board think through additional changes in its governance structure.

—Silvis reported on a meeting that he and Eckel had with state senators John Yudichak ’93, ’04g and Jake Corman ’93, who say they will introduce a bill to reform the Board of Trustees. Silvis said the words “patience” and “participation” came up frequently, and he said the legislators don’t want this to be a confrontational process, but one in which the legislature works with the board. He explained the mindset this way: “Measure twice, measure 10 times, cut once. Because the changes we make in governance are going to be with us for 25 years or longer.”

The presentation prompted Shaffer to ask how much jurisdiction the Pennsylvania state legislature has over the board: “How far can this go? Can they pass a law about our budget? I’m a little concerned about the slippery slope.”

University counsel Stephen Dunham described the relationship between the legislature and the four state-related universities, Penn State among them, as “complicated and unique.” He said he couldn’t answer Shaffer’s question in the abstract: “The lawyer’s proper answer is, it depends on the facts. What area it is, how extensive it is, the history, the charter, the non-profit law. There are lots of issues to look at.”

—Members of the committee met with students who are interested in governance issues and who made a case for a designated student trustee, a case that Eckel called impressive. Eckel also noted that faculty and the Alumni Association would like to have designated seats on the board.

Liz Grove ’84 asked the committee why the conflict-of-interest statements, which the board voted into its bylaws at its May meeting, are not yet public. Frank Guadagnino ’78, a Reed Smith attorney hired by Penn State to consult on governance issues, said the board office distributed two questionnaires to the trustees, one which is the equivalent of the IRS Form 990, the other to disclose “actual and potential” conflicts of interests. He said they’ve received all but two forms, and that the goal is to make information public on the university’s website by the end of the year.

Lori Shontz, senior editor

November 22, 2013 at 10:18 am 3 comments

Changes may be Coming to Alumni BOT Election

For years and years, the election for the alumni seats on Penn State’s Board of Trustees ran smoothly and under the radar. Then the Sandusky scandal happened, and among the many changes around Penn State came an exponential increase in interest in the election—more candidates, and more alumni interested in voting.

The election process has been confusing and sometimes frustrating for alumni, and the Board of Trustees office was at times overwhelmed with requests for ballots. Which is why vice president for administration Tom Poole, whose office handles the administration of the Board of Trustees, presented suggestions at Thursday’s governance and long-range planning committee to streamline the process and make it less confusing. The goal: To increase alumni participation in the election.

The committee discussion ranged beyond Poole’s suggestions (below) to a broader discussion of who should automatically receive ballots. Currently, ballots are automatically emailed to alumni who have been an Alumni Association member in the previous two years or who have donated to the university within the previous two years. Other alumni don’t receive a ballot automatically, but can get one by making a written request to the Board of Trustees office.

The committee discussed the feasibility of amending the board’s charter so that ballots would be automatically sent to any alumnus with an email address on file with the university. Committee chair Keith Eckel summed up the discussion: “I’m hearing a desire expressed by the committee to expand this as broadly as we can.”

Poole made three suggestions to improve the alumni trustee election:

—Automatically distribute ballots to anyone who requested a ballot the previous year. This would make the process easier not only for alumni, but also for the board office, which fielded 11,000 requests for ballots in each of the past two years.

—Better publicize and explain the election and nomination processes.

—Allow candidates to include their websites and social media links on their official profiles on the Board of Trustees website, something that hadn’t previously been permitted.

The committee didn’t need to vote on the changes, but everyone appeared to be in agreement that those improvements should go forward. The biggest discussion concerned broadening the ballot distribution to alumni who are not members of the Alumni Association, which is the group currently defined by the charter.

Frank Guadagnino ’78, an outside attorney hired by the university to consult on governance issues, said the original language in the charter likely appeared because the Alumni Association maintains the database of alumni. He said the charter could be changed, but that under the Pennsylvania Non-Profit Corporation Law, the board would need to have 10 days’ notice before a vote. While that 10-day notice is possible before the board’s next meeting in January, the nomination period for the 2014 election will have already started by then.

This prompted trustee Carl Shaffer to say, “If we can’t change the charter this year, according to all of the discussion here, then I do think we should have more discussion before we attempt to change the charter.”

Barbara Doran ’75 noted that although the nomination process starts in January, the ballots for the election aren’t distributed until April; she asked if the issue of who automatically gets ballots could be decided after the nomination process has started. Guadagnino said he believes that is possible.

One other alumni election issue came up as well: the nomination process. Doran said she has heard from alumni that needing only 50 signatures to become a candidate is too few. “Because there have been so many candidates the past two years,” she said, “it’s really hard if you want to do your due diligence to get through the candidates.”

Poole said this is another area that may need attention, but he added that changing it for 2014, when anyone planning to run for the board would have spent the past year assuming he or she needed only 50 signatures, would not be fair.

This was a particularly busy governance committee meeting—it approved a recommendation to hire Holly Gregory as a governance consultant, and there was a spirited discussion about the presidential search process. I’ll have more updates later.

Lori Shontz, senior editor

November 21, 2013 at 7:02 pm 3 comments

Inching Toward Changes on the Board of Trustees

About an hour and a half into a discussion of recommendations to reform the Board of Trustees, Jim Broadhurst ’65 turned to Katelyn Mullen, vice president of the University Park Undergraduate Association and the student representative on the Board of Trustees’ standing committee on governance and long-range planning.

“Katelyn,” he said, “you want to start?”

Everyone on the committee laughed—Mullen included. The item on the table: Should the governor continue to be a voting member of the board?

So, yeah, that seemed like it could be a little sensitive for anyone, let alone the student rep. It’s a touchy issue—and one of many that those demanding changes in the Board of Trustees have identified as something that needs to be addressed.

James Broadhurst (file photo)

James Broadhurst, chair of the governance committee (file photo)

But Mullen jumped right in and said she didn’t think the governor should have a vote. The rest of the committee agreed—just as it had earlier agreed that the university president should not be a voting member of the board, and just as it later agreed that a five-year waiting period before a trustee can become a university employee—or vice versa—is appropriate.

The trustees haven’t decided to make any of these changes. But the members of the governance committee did spend more than two hours weighing them Thursday afternoon, and that followed a four-hour private meeting of the entire board, which was devoted to addressing the governance reforms suggested in the Freeh report and by auditor general Jack Wagner. (A Faculty Senate report on governance isn’t finished yet, but trustees are anticipating its suggestions.)

Before that committee meeting, which was held the day before the board’s first public meeting of 2013, Broadhurst cautioned for the benefit of onlookers—mostly media, but a few interested members of the public—that the discussion was just that, a discussion, and that all initiatives would be presented to the full board as one resolution.

The plan, he said, is to identify areas of consensus, then submit a resolution with those changes to the bylaws to the full board. “We need to be very careful to not go to the board piecemeal with separate items,” said Broadhurst, who added that the committee “doesn’t know how the full board might feel.”

The governance committee is still working—monthly meetings are planned—and any potential bylaw changes need to be announced 30 days before they are voted upon. That makes the May 3 meeting the earliest possible date for a vote.

As Keith Masser ’73, the board’s new chair, said Friday in response to a reporter who wondered whether potential changes to how business and industry trustees are selected (another point of contention) would be discussed at that May meeting: “Things don’t move that fast around here.”

Trustee Joel Myers (file photo)

Governance committee member Joel Myers (file photo)

Broadhurst presented a brief report during Friday’s full board meeting, as did all of the chairs of the standing committees. But the report wasn’t particularly detailed, which is one of the reasons it’s so great that Thursday’s committee meetings are open to the public. Full board meetings always seem as though they’re planned to the second; there’s little debate or discussion, little revealing. The committee meetings, however, have proven to be more interesting.

Among the items the governance committee discussed:

—Being careful to not change just for the sake of change. Trustee Joel Myers ’61, ’63g, ’71g reminded the committee that before the Sandusky scandal broke, Penn State’s board structure had been “held up as a model, believe it or not,” in the world of governing bodies in higher education.

—Criteria for emeritus trustees. This was the second consecutive public committee meeting at which the members spent a significant amount of time discussing how to clarify the role of the emeritus trustees, which Peetz defined as primarily advisory.

—The role of the university president on the board. Everyone agreed that the president should not vote, but that she or he should still be a member of the board. (The question was raised as to whether not being a board member would turn off potential presidential candidates.) The university president should also not be the board secretary, everyone agreed, but the committee wants to talk further about who should fill that role. They want to define the role, then find the right person for it.

—The governor’s role on the board. Everyone agreed that the governor shouldn’t vote, but they are continuing to discuss whether she or he should be a non-voting member. There was some agreement that having at least a non-voting representative on the governor’s behalf is helpful, especially given Penn State’s status as a land-grant university. Broadhurst said he would like to speak with Gov. Tom Corbett about it.

—The waiting period before trustees can become university employees, and vice versa. Five years seemed to be the key number. Myers, the founder and president of Accu-Weather who also taught at Penn State for a number of years, became a trustee immediately upon retiring from the university, but said the waiting period wouldn’t have deterred him. Roger Egolf, the faculty representative and an associate professor of chemistry at Penn State Lehigh Valley, wondered if the same rules should apply, for instance, to an adjunct faculty member as a high-profile administrator. (For instance, Cynthia Baldwin 66, ’74g went immediately from trustee to the university’s legal counsel, Dave Joyner ’72, ’76g, ’81g went from trustee to the acting athletic director, and Steve Garban 59 went from the university administration to trustee.) The committee members seemed to think it was important to avoid the appearance of impropriety in every instance.

—Term limits for trustees. The discussion focused on whether the limit should be nine years or 12, with Jesse Arnelle ’55, ’62g cautioning that too much turnover could lead to “a lack of historical continuity.” Groups wanting to reform the board have maintained, however, that there’s not enough turnover. Among governance committee members, Arnelle has been on the board since 1969, Myers since 1981, and agricultural delegate Carl Shaffer since 1997. Not everyone has such a long tenure; Masser was elected as an agricultural delegate in  2008, and outgoing chair Karen Bretherick Peetz ’77 was appointed a business and industry trustee in 2010.

Stay tuned. Clearly, there’s more to come.

Lori Shontz, senior editor

January 21, 2013 at 12:10 pm 4 comments

Taliaferro, Lubrano, and McCombie Win Trustees Election

Anthony Lubrano speaks with alumni at the Meet the Candidates event held before the Blue White game. Photo by our editor, Tina Hay.

Exactly six months after the grand jury presentment was leaked—it was late afternoon, Nov. 4, when the charges made against Jerry Sandusky ’66, ’71g became known—the most contested Board of Trustees election in Penn State’s history ended. Adam Taliaferro ’05, Anthony Lubrano ’82, and Ryan McCombie ’70 will begin their three-year terms in July.

Everything about the election was unprecedented—the 86 candidates, the 37,579 votes cast, the hiring of KMPG to audit the results, which were announced in Friday’s Board of Trustees meeting. The university assigned PINs, allowing alumni to vote electronically, to 197,517 people, meaning that 19 percent of the eligible voters cast ballots.

Taliaferro, a lawyer and New Jersey selectman who’s best known as the football player who was paralyzed in a game against Ohio State, but beat the odds and learned to walk again, received 15,629 votes. Lubrano, a businessman who donated money for the baseball stadium, Medlar Field at Lubrano Park, received 10,096. McCombie, a businessman and retired Navy SEAL, received 4,806 votes.

Karen Peetz ’77, chair of the board, said she doesn’t anticipate any problems integrating the new alumni trustees, although emotions have run high since the Sandusky scandal, especially over Joe Paterno. She said Penn State is “extremely fortunate” that so many alums cared enough about the university to run.

The agricultural societies that elect six trustees also voted this week, with incumbent Carl Shaffer, president of the Pennsylvania Farm Bureau, and Donald Cotner ’71, president of an egg company, winning with 112 and 100 votes, respectively. Current business and industry trustees Kenneth Frazier ’75 and Edward Hintz ’59, whose terms expired in 2012, were re-elected to the board; business trustees are voted on by the board members. Gov. Tom Corbett has not yet decided on his appointees; the terms of two of his six appointees expire this year, as well.

Ryan McCombie meets alumni at an Alumni Association event in April. This photo, too, by Tina Hay.

During the meeting, Peetz noted that the board is considering changes in its structure, citing the reorganization of its standing committees in March. James Broadhurst ’65, who is chairing the governance and long-range planning committee, said the board is looking into term limits and how to better use the experience of the emeriti trustees, among other suggestions.

At this point, one of the spectators in the room asked if the board were taking questions from the public. Told that was not the case, he then said he just wanted to make a statement—that the trustees consider making it possible for students and faculty to interact directly with them.

But no aspect of the trustees has received more attention recently than the alumni vote; the Associated Press reported that it drew more attention that the Pennsylvania primary election. Eighteen other candidates received more than 1,000 votes:

Barbara L. Doran ’75: 4,040

Mark S. Connolly ’84g: 2,967

Ben Novak ’65, ’99g: 2,957

Vincent J. Tedesco Jr. ’74: 2,385

Anne Riley ’64, ’75g: 1,883

O. Richard Bundy ’93, ’96g: 1,864

John W. Diercks ’63, ’67g, ’75g: 1,761

Jayne E. Miller ’76: 1,653

Jonathan L. Wesner ’65: 1,530

George T. Henning Jr. ’63: 1,503

Joanne C. DiRinaldo ’78: 1,455

Thomas J. Sharbaugh ’73: 1,410

Darlene R. Baker ’80: 1,212

Patty Marrero ’88: 1,172

Matthew J. Lisk ’95:   1,060

Amy L. Williams ’80: 1,048

Marta Pepe Forney ’00: 1,047

William F. Oldsey ’76: 1,007

Three more alumni seats will come open next year. I’m sure I’m not alone in suspecting next year’s election will be hotly contested, too.

Lori Shontz, senior editor

May 4, 2012 at 6:14 pm 2 comments

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