Posts tagged ‘Jim Broadhurst’

Another Alumni Election Sweep for PS4RS

Alice Pope and Robert Jubelirer react to the announcement that they won BOT seats.

Alice Pope and Robert Jubelirer react to the announcement that they won BOT seats.

For the second year in a row, candidates endorsed by Penn Staters for Responsible Stewardship swept the three seats in the Board of Trustees alumni election. When the new trustees take their seats in July, none of the nine alumni trustees who were on the board when the Sandusky scandal broke—and when Joe Paterno and Graham Spanier were fired—will remain.

Alice Pope ’79, ’83g, ’86g, a psychology professor at St. John’s University, finished first with 10,025 votes; Albert Lord ’67, former chairman and CEO of Sallie Mae, finished second with 9,516 votes; and Robert Jubelirer ’59, ’62g, an attorney and former state senator, finished third with 8,101 votes.

“We do have nine new people in three years, and I think that should put to rest the idea that the concerned alumni are a vocal minority,” Pope said. “The Alumni Association survey showed that the alumni who are concerned about the leadership of this university are not a minority. So now it’s really time for us to be taken seriously and to work together in a very genuine way. It is over the time to be saying ‘us’ against ‘them.’ That time is gone. We must do whatever it takes to bridge that divide.”

A divide does exist. Jubelirer, who said he was involved in about a dozen elections as a politician, said this campaign was both the most difficult—because of its length and structure, and the importance of social media—and the nastiest in which he was involved. “People can say whatever they want,” he said. “My whole personal life was laid out on Facebook. … There’s a handful of people who made it that way. I want to make that clear. Not everybody’s nasty.”

Board turnover isn’t limited to the alumni trustees. Two new gubernatorial trustees, Cliff Benson ’71 and Todd Rucci ’92, were confirmed by the state legislature April 9 and took their seats at this meeting, replacing Ira Lubert ’73 and Al Clemens ’59. Business and industry trustees Linda Brodsky Strumpf ’69 and Jim Broadhurst ’65 stepped down; they’ll be replaced by Daniel Mead ’75, ’77g, president and CEO of Verizon Wireless, and Walter Rakowich ’79, retired CEO of Prologis.

Pope, Jubelirer, and Lord (who did not attend the meeting) were endorsed by PS4RS, which has criticized the board for its firing of Paterno and Spanier, its acceptance of the Freeh report, which they say led to NCAA sanctions, and the board’s unwillingness to keep pushing to find the truth of what happened in the Sandusky scandal. But Pope and Jubelirer say they also bring additional qualities to the board.

Jubelirer says he has “relationships in Harrisburg that I think will benefit the university,” and Pope, as a college professor, says her understanding of higher education is particularly important on a board that has far more trustees with corporate backgrounds than higher ed backgrounds.

“The business of education is not like other business,” she said. “The products are not the same. Yes, corporate models have some place in universities, but the educational mission has to be put first and foremost.”

Jesse Arnelle is recognized for his 45 years of serves as a Penn State trustee.

Jesse Arnelle is recognized for his 45 years of serves as a Penn State trustee.

The PS4RS candidates won their seats handily. The fourth-place finisher, Ted Sebastianelli ’68, was 2,400 votes behind. The only incumbent running, Joel Myers ’61, ’63g, ’71g, finished seventh with 3,511 votes. The other two incumbents, Marianne Ellis Alexander ’62 and Jesse Arnelle ’55, ’62g, decided to not run for re-election. Arnelle served as a trustee for 45 years; he was first elected in 1969.

Overall, voter turnout was down, with 29,791 ballots cast. More than 33,000 alumni voted in 2013, which was in turn down from more than 37,500 in 2012, immediately after the Sandusky scandal.

Other notes from Friday’s meeting:

—Agricultural trustees Keith Masser ’73 and Betsy Huber were re-elected, but trustee M. Abraham Harpster ’94 said that a candidate had complained about voting irregularities in one county.  He added that election officials had not been able to confirm this, and so the election results stood.

—The resolution to add a permanent student trustee—selected by students—was withdrawn because governance chair Keith Eckel said Gov. Tom Corbett will appoint a student to replace Peter Khoury ’12, who is graduating with a master’s degree this weekend, before the board votes on tuition in July. Should the appointment not materialize, the board will call a special meeting to assure there is a student on the board for the tuition vote. The possibility of a permanent seat for a student will be considered with the rest of the governance reforms, not separately.

—Speaking of governance reform, Eckel said that consultant Holly Gregory has a sense of the issues that trustees want to address after Wednesday’s small-group sessions of the governance committee, which were not open to the public. He hopes to present the full board with recommendations at its July meeting, making it possible to vote on the package at the September meeting.  This will likely involve an interim committee meeting between now and then, and trustees have said that will be an open meeting.

—In his final presentation to the board, retiring president Rod Erickson gave updated application numbers: As of May 5, Penn State had received more than 81,000 undergraduate applications, 14 percent higher than 2013 and 5 percent higher than 2012. Including grad school, law school, and medical school applications, Penn State has received more than 120,000 applications, 600 more than in 2013 and 1,200 more than in 2012.

Lori Shontz, senior editor

 

 

May 9, 2014 at 10:07 pm Leave a comment

More on Governance Reform at Penn State

EckelIt appears, more and more, that change in the structure of the Board of Trustees will not end with the removal of the university president and governor as voting members and the other reforms enacted in May. The governance and long-range planning committee, which recommended the May changes, plans to hire a governance consultant by the board’s November meeting. This consultant would help the governance committee to determine what further changes should be referred to the entire board.

This process is moving quickly. Keith Eckel (pictured here) suggested that a consultant was needed in July—his first meeting as chair of the committee–just two months ago.

At Thursday afternoon’s committee meeting, Eckel reported that he, board chair Keith Masser ’73, and Barbara Doran ’75—a subcommittee, I’d note, that incorporates both a veteran and a new member of the board—had reviewed about a dozen possibilities and narrowed the field to four or five people. Doran said they had solicited recommendations for the position “as broadly and widely as we could.”

The idea that Penn State needs to hire another consultant to discuss governance after already receiving reports on the subject from Louis Freeh, former auditor general Jack Wagner, and Penn State’s Faculty Senate has sparked anger and some ridicule among critics of the board. But Eckel said the trustees are not looking for another informational report.

“We want a top expert in the field, but we also want a facilitator, because obviously a number of these issues don’t have unanimous agreement,” he said.

Eckel, Masser, and Doran want to get some additional information on the remaining candidates, they said, and are planning to bring the full committee together again to interview the candidates as soon as possible. Their goal is to have made a hire by the board’s November meeting. Eckel called the timetable “aggressive,” but no one at the meeting objected to it.

Eckel, who talks and explains more in committee than his predecessor, Jim Broadhurst ’65, did, also gave what seems to be his mission statement going forward:

“We can’t emphasize enough, the improvement of our governance is a work in progress,” he said. “There are a number of areas that need to be looked at, need to be reconciled.

“If you’re going to be world-class, each year you ought to have the entire board review the operations of the board and make suggestions for changes as well as committee operations. And, in fact, if we became very aggressive in that area, we might reach a point where the board agreed on an evaluation process of each other by every member of the board in order to create a more efficient process and higher-performing board members. That’s an aggressive step.

“I’m only listing these things to indicate it will be a work in process that I don’t believe is ever completed. But our goal is to have the best governance for this university.”

Other notes from Thursday’s governance committee meeting:

—More information on the formation of a separate compensation committee, including bylaws changes, was given by Susan Basso, vice president for human resources, and Frank Guadagnino ’78, an outside attorney from Reed Smith hired by Penn State for his expertise on governance issues. 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.

The discussion expanded into Penn State’s structure, in which Basso reports to David Gray, senior vice president for business and finance. Doran asked how this lines up with recommendations in the Freeh report and best practices at other universities.

Making human resources a separate department reporting directly to the president is a Freeh report recommendation that Penn State has decided to not follow, partly because this would give the president of the university another direct report in a time when he has many obligations, and partly because that’s not how most other universities do it. (Sen. George Mitchell, who is assessing Penn State’s compliance with the Freeh report as part of the NCAA-mandated Athletics Integrity Agreement, has signed off on Penn State’s decision.) Guadagnino also said only one or two other universities have the structure outlined in the Freeh report.

Doran said she found the Big Ten’s practices, which are consistent with Penn State’s interesting, saying, “It seems that modern governance is evolving away from” having HR and finance in one department.

Marianne Ellis Alexander ’62 voiced a sentiment that I’ve heard often around campus, but not at trustees meetings: “Freeh was using a corporate standard to apply to higher education. We are going with the best practices of higher education, and there’s definitely a different model. We chose to go with the higher ed model.”

—The committee also engaged in an interesting discussion about how trustees should conduct themselves in public forums, particularly if they disagree with the position the board or university has taken as a whole. Anthony Lubrano ’82, of course, was the focal point of the discussion, which was nuanced and thought-provoking. I’ll delve into that in a later post.

Lori Shontz, senior editor

September 20, 2013 at 9:09 am 4 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

An Emotional Meeting of the Board of Trustees

Ken Frazier, shown in this file photo, was one of the main speakers at Friday's Board of Trustees meeting.

Ken Frazier, shown in this file photo, was one of the main speakers at Friday’s Board of Trustees meeting.

For more than two and a half hours, everyone fidgeted in their seats, and the tension built. The Board of Trustees meeting plodded along. Through a long informational report on the Penn State Hershey Medical Center. Through a time-lapse video of the Penn State Hershey Children’s Hospital construction. Through a PowerPoint presentation about residence halls, one that touched on room and board fees.

The time scheduled for public comment, 3:45 p.m, came and went. Media checked their watches. Alumni speculated on Twitter about the board’s motive for dragging out the proceedings for so long.

And then, finally, what everyone was expecting—waiting for, really—happened.

Trustee Ken Frazier ’75, chair of the board task force that commissioned the Freeh report, defended Louis Freeh’s investigation in a full, public board meeting—and trustee Anthony Lubrano ’82, elected to the board 10 months ago because of alumni anger over the Sandusky scandal and how Joe Paterno was treated by the trustees, questioned the report’s validity.

Minutes later, during the public comment portion, five football lettermen, each wearing a sticker proclaiming himself “Member of the GRAND EXPERIMENT,” suggested that the trustees were driven by a hidden agenda, that they had failed in their leadership role, that they had opened the door to NCAA sanctions, that they had fractured the university community.

“The good news here,” said Mark Battaglia ’82, a center on the 1982 national championship team, “is that we’re losing. We didn’t lose. We’re losing badly. We need to change the strategy. You guys can do that. There’s still time.”

It was a moment that had been building, really, since the scandal broke 16 months ago, even before the Freeh report was released in July. Alumni anger intensified with the Freeh report, and then the release of the Paterno report last month seemed to mark another milestone. After more than a year of near-silence about the situation on Twitter, Jay Paterno ’91 and Scott Paterno ’97 began engaging with followers. More lettermen organized.

And Lubrano pushed his case harder Friday in the board’s public meeting.

First, Keith Eckel, chair of the legal and compliance committee, invited Frazier to “remind us what the thought process was surrounding the Freeh report.” Frazier largely repeated his defense of the report from Thursday’s separate committee meeting (the Centre Daily Times has a good summary here), although he did apologize for making an O.J. Simpson analogy: He had referred to Bill Cluck ’82, who had questioned him, as “one of the few people in this country that looks like you who actually believes the O.J. Simpson not guilty verdict was correct.”

On the Freeh report, Frazier said in part: “The facts are the facts. And the contemporaneous emails and other documentation are among the most important evidence produced. … The documents appear to show, in varying degrees, by date and by individual, that people who were in a position to protect kids did not do so.” And he reiterated his desire to not re-examine the Freeh report because that would be “rewriting history.”

Anthony Lubrano, seen in this file photo, questioned the validity of the Freeh report.

Anthony Lubrano, seen in this file photo, questioned the validity of the Freeh report.

Which prompted this response from Lubrano, who wants Louis Freeh and Dick Thornburgh, the former U.S. attorney general and Pennsylvania governor who wrote part of the Paterno family’s report, to meet with the board: “I understand that Ken says he doesn’t want to rewrite history. But I’m not sure history was correct.”

Loud applause.

“This isn’t grandstanding,” Lubrano added. “This is a serious matter. This is a very, very serious matter. Like the rest of you, I love this institution. What I understand in dealing with the alumni community is this very simple fact: They too love Penn State. And they don’t feel that due process and truth was something we had here.”

That was the crux of the discussion between the two men. Among the other points they touched on was whether the engagement letter promising that Freeh investigators would turn over evidence to the state attorney general was irregular; Lubrano questioned it, but Frazier said such a clause is standard procedure when an investigation overlaps in time with an ongoing criminal investigation.

And then former football player Adam Taliaferro ’05, who has rarely spoken in full board meetings since he was elected 10 months ago, chimed in:

“I’ve been an active listener since I joined the board,” he said. “As you can see, we’ve got very smart people on this board and very different positions on the hows and whys. We all know what the ‘what’ is. I do believe that bringing in people and asking the hows and whys would help us, I think, move forward. I think we all want to move forward. For me, I know it would help me better understand each side. Because I come here with my own preconceived notions. It’s hard for me not to.”

This prompted Alvin Clemens ’59 to speak: “The problem here is there’s a bit of divide between the alumni and the board. We all won’t be on board until we somehow smoke this out.” He said he wanted to know why NCAA president Mark Emmert has repeatedly mentioned the 1998 incident, which was investigated by the authorities, and why state authorities weren’t monitoring Jerry Sandusky after that 1998 investigation, although no charges were filed.

At this point, 29 minutes after the legal committee report began with Frazier’s Freeh report explanation, Jim Broadhurst ’65 suggested that it was time to move on to the next item on the committee’s agenda. Many of the public in attendance booed, but the board did move on.

So what’s next? Will Freeh and/or Thornburgh be invited to address the board? Will the discussion continue?

Board chair Keith Masser ’73 said afterward that the way to bring any such item to the full board is to go through the appropriate committee—in this case, legal and compliance—and ask the committee chair to have the committee vote. (That’s what the governance and long-range planning committee did during its Thursday meeting with the changes to the board structure. But that’s a subject for an upcoming blog post.) He and vice chair Stephanie Deviney ’97g said they would assure that that would follow up with the appropriate chair, Eckel.

I feel like I end a lot of scandal- and trustees-related posts like this, but it’s always appropriate: Stay tuned.

Lori Shontz, senior editor

March 15, 2013 at 9:58 pm 127 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

Older Posts


Follow The Penn Stater on Twitter

Enter your email address to follow us and receive notifications of new posts by email.

Join 508 other followers


%d bloggers like this: