Posts tagged ‘Richard Dandrea’

Trustees Struggle to Find Consensus on Board Reform

Perhaps in this case, the best place to start is the end.

Two hours into the Board of Trustees’ governance and long-range planning committee meeting Thursday afternoon in Hershey, chair Keith Eckel decided the group needed another session before its next scheduled meeting in May. The board’s governance consultant, Holly Gregory, agreed and pushed for a substantial chunk of time to find some consensus on what reforms to pursue—and to understand why those reforms are needed.

“We need to drill down,” Gregory said. “I’m still really, really challenged because I need to make sure we have a sense of what we are trying to move on. And it’s difficult to come up with ideas of what we’re going to do when we don’t know what we’re trying to achieve. That was my hope. I have some sense of that on the size (of the board) issue, but we haven’t had the time to go down as deep as I’d like.”

Then she added, “I’m supposed to help facilitate. Not come up with my own reform proposal. I can easily come up with one based on what I’ve heard, but that really isn’t the task as I understand that.”

The committee members and Penn State staff pulled out their calendars and started tossing out suggestions. None worked. (Perhaps a suggestion from the media seats—why not do a Doodle poll?—would have helped.) These are busy people, people with calendars full of other board meetings, vacations, grandchildren. The upcoming celebration of Penn State’s capital campaign took up a few days, as did the ag trustees election and the counting of alumni election votes. At one point, Anthony Lubrano ’82, one of the board’s most vocal critics, even after joining it, noted a week he was unavailable, prompting Jim Broadhurst ’64, an executive committee member and former board chair who has served since 1998, to quip, “Might be a good week to have it, then.”

Everyone laughed, even Lubrano, who said, “I gave you a softball, Jim—if you couldn’t hit that one …”

Consensus was almost impossible to find. They tentatively settled on May 7, the day before the officially scheduled governance committee meeting, and according to attorney Frank Guadagnino ’78, responding to a question from Jesse Arnelle ’55, ’62g, that meeting should be open to the public.

It’s no secret, of course, that Penn State’s board is divided and that proceeding on the next part of governance reform, which involves the size and composition of the board, plus qualifications for trustees, was going to be difficult. That’s why the governance committee said it hired Gregory, to help members find the right path.

The board’s stated intent is to vote on a reform package in the fall. But the trustees entered Thursday’s meeting, their first public discussion on reform with Gregory, having not yet determined which data they needed or which universities they wanted to use as benchmarks. After a lengthy back-and-forth, that was settled. (And if they want more data, they are welcome to check out a feature from our July/August 2012 issue in which we compared the size and composition of Penn State’s board to those of other Big Ten, land-grant, and Pennsylvania universities.)

Even a potential reform that has widespread support—the addition of a permanent student trustee, necessary because there’s no guarantee of student representation, only a tradition that a student is of the six trustees appointed by the governor—required a sustained, sometimes contentious, discussion.

The issue has some urgency because the current student trustee, Peter Khoury, is graduating in May, and the board realized that unless it acts, it could be without a student representative when tuition is set at its July meeting. Eckel said Gov. Tom Corbett has assured that he will select Khoury’s successor in plenty of time to have the selection ratified by the state senate, but the committee wanted a back-up plan in case that doesn’t work.

The plan: for the committee to vote on the permanent student trustee reform immediately, but bring the item to the full board for the necessary approval only if the process in place now hasn’t moved forward by the next meeting. There’s a chance that the full board will not vote on this in May. But this action separated the student trustee from the rest of the reform package, which does not yet exist.

The student trustee position involves three changes: The size of the board would increase from 32 members to 33 (both numbers include non-voting trustees) because the governor would still have six appointments. The board itself would select the student trustee, but the University Park Undergraduate Association, the Graduate Student Association, and the Council of Commonwealth Student Governments would recommend that student. And the student trustee term would be two years, not three, to make it less likely that students would have to choose a freshman.

Barbara Doran ’75 suggested that Khoury stay on, that he could still represent student interests as an extremely recent graduate. (His term doesn’t officially expire until November; he has agreed to resign to make way for a student-chosen trustee.) The committee’s student representative, Molly Droelle, the president of CCSG, said that is unacceptable to students: “That’s a very strong point for us.”

Vice president for administration Tom Poole told the committee that the governor makes his decision after student organizations recommend one or two candidates and the state secretary of education (also a trustee) interviews the candidates. Richard Dandrea ’77 noted that the board could decide to make the student trustee position permanent but officially designate that trustee as one of the governor’s appointees.

“Not in the eyes of the students,” Droelle said. “That’s not the proposal.”

“I know that’s in the eyes of the students,” Dandrea said. “I like your vigorous advocacy. I’ll write your recommendation for law school. But I’m just saying, that’s another alternative we should consider.”

That idea was discussed but never brought forth for official consideration.

Lubrano objected to the item because it was separated from other potential reforms and because while the issue of the student trustee has been discussed generally in committee, he hadn’t seen this official proposal until the meeting. He insisted on a roll call vote, and the proposal passed 8-1, with his dissent.

“It’s imprudent to move forward with one part without talking about the whole,” he said.

Dealing with that whole, however, is proving difficult. And the proverbial devil, it became clear as the meeting progressed, is not only in the details, but in the overall philosophies of board members.

Board reform became a hot topic after the Sandusky scandal, when the board was criticized for its actions, particularly not knowing that Jerry Sandusky was under investigation before he was charged, the decision to fire Joe Paterno and how it was carried out, and the handling of the Freeh report. Alumni trustee Marianne Ellis Alexander ’62, who was on the board in 2011 and is not running for re-election, addressed that issue head-on late in Thursday’s meeting.

She referenced a  report by the Association of Governing Boards of Universities and Colleges from the late 2000s that cited Penn State’s board as a model of good governance because of the diversity of constituencies represented on the board (alumni, agriculture, business, state officials) and the diversity of ways in which they are chosen (direct election, self-selection, appointees).

“I don’t want to lose sight of that,” she said. “And also, since eight years ago … there’s been a steady evolution toward board reform that means every member of this board is more included and feels more engaged. Really, it’s been a revolution.

“And I think what we are doing here today is on a continuum. I just don’t want us to lose sight of that. Just because we had a terrible thing happen, suddenly we have this terrible system. I don’t believe that.”

Doran, a private wealth manager at Morgan Stanley who was elected by the alumni post-scandal, answered by citing the nation’s financial crisis of 2008. “Most of the banks concerned were very well run, had risk management systems, everything looked good—and then fell apart when they failed the ultimate stress test. … A stress came (to Penn State), and it hurt us. Wall Street has been undergoing massive reform. I think that’s where we are now. We need to continue to look at how to improve.”

Alexander, one of two voting members of the board with a higher education background, responded, “I don’t like the idea of Penn State being compared to those financial institutions.”

Replied Doran, “It’s out there.”

The back-and-forth called back to how Gregory began her section of the meeting, which was billed on the agenda as “facilitated discussion of governance considerations with consultant.”

She said: “We need to ask, ‘Is change likely to have a positive result on board effectiveness?’ And also, perception matters here—you govern in public, and having the support of the community is critically important. … I think we have to deal with both issues.”

Those issues have many parts. I’m planning to flesh out some of them in future posts.

Lori Shontz, senior editor

March 7, 2014 at 11:56 am 1 comment

BOT Chair Re-Elected and Other Meeting Highlights

Also at today's BOT meeting: new football coach James Franklin stopped by; here, he's welcomed by board chair Keith Masser.

Also at today’s BOT meeting: new football coach James Franklin stopped by; here, he’s welcomed by board chair Keith Masser.

This was old school. A two-hour Board of Trustees meeting. No contentious votes. Only one participant in the public comment session. An uncontested election for board chair.

The media covering the meeting joked that we didn’t have much to write about.

Partially, of course, that’s because there’s more discussion and fleshing out of ideas during the committee meetings, held the day before the full board meeting. Flat out, there’s just more to write about from those. Partially that’s because the major issue confronting the board these days is governance reform, and that’s something they talked about in an executive session yesterday with governance consultant Holly Gregory.

And it’s not like nothing happened. Here’s a quick rundown:

Masser re-elected board chair: This is a short term, just six months, because the board previously voted to change its annual meeting—at which officers are elected for one-year terms—from January to July. Just this once, the board needed to have a stopgap election to fill the six months from January to July. Incumbent Keith Masser ’73 was unanimously voted in. Also voted in were the other board officers, Penn State staffers. Vice chair Paul Silvis ’06g was elected in July to fill a vacant spot, so he already had six months remaining in his term.

Executive committee spots filled: The three trustees put forth by the governance committee—Kathleen Casey ’88, Donald Cotner ’71, and Richard Dandrea ’77—to join the executive committee as at-large members were approved. There was no discussion, and no one nominated anyone else.

Public comment: The number of speakers at public comment continued to dwindle with only one—Wendy Silverwood, whose anger at the Freeh report and trustees was palpable and who asked the board to marginalize the Freeh report and apologize to those harmed by it, including the Paterno family, lettermen, and Penn State community. She also suggested that Louis Freeh speak this spring at the third annual conference sponsored by the Network for Child Protection and Well-Being. He could be part of a panel, she said, with some of the people quoted in the Paterno family’s report—former attorney general Dick Thornburgh, Jim Clemente, and two doctors.

“The Freeh report missed a critical opportunity to educate the public on the identification of child sexual victimization and instead used the platform created by this scandal to sensationalize the blaming of Joe Paterno,” she said. “This was a terrible disservice not only to Penn Staters, but also to all parents, grandparents, and children in our state.”

Susan McHale speaks about the Network on Child Protection and Well-Being.

Susan McHale speaks about the Network on Child Protection and Well-Being.

Network for Child Protection and Well-Being: Susan McHale, director of the Social Science Institute, presented an informational report on the Network for Child Protection and Well-Being (which is housed in her institute). She built off an introduction from provost and executive vice president Nicholas Jones, who noted other examples of Penn State’s commitment to children, including the Children, Youth, and Families Consortium that was started in 1998. But when the Sandusky scandal broke, Penn State had “less than a handful” of experts in child maltreatment, and the university immediately began to remedy the situation. It made a cluster hire of 12 faculty to beef up what the center could do.

Application numbers rising: In his report to the board, president Rod Erickson said that undergraduate applications are up 19 percent at University Park and 7 percent at other campuses. The university has also received a record number of applications to the Schreyer Honors College: 3,277 students have applied for 300 spots.

Lori Shontz, senior editor

January 17, 2014 at 7:28 pm 4 comments

BOT Election: Boosting Alumni Participation

At the November meeting of the Board of Trustees’ governance and long-range planning committee, the discussion centered around how to increase participation in the alumni trustee election. At the committee meeting today, the committee made clear it wants to broaden participation even further.

The committee wants to automatically send ballots to all alumni with email addresses on file with Penn State, and it further wants to send snail-mail postcards to alumni who have only a mailing address on file. Those postcards would explain how to obtain a ballot.

In previous elections, ballots have been sent automatically only to alumni who have been members of the Penn State Alumni Association within the previous two years and alumni who donated to the university within the previous two years. Other alumni needed to request ballots.

Unlike the changes made in November, this change requires a revision of the university charter, which must be voted on by the full board. That requires a 30-day notice, so a vote will be taken at the March trustees meeting. So while this policy will not be in effect for the nomination process, which has already started, if passed it will be in place for the election, which runs April 10 through May 8.

The committee voted enthusiastically to recommend the change to the full board for a vote.

While we’re at it, this is probably a good time to define who, exactly, is an alumnus or alumna of the university—a definition that will be tweaked in the proposed charter change. Obviously anyone who’s received a degree—associate’s, bachelor’s, master’s, or doctorate—counts. But according to the charter, so do “former students … who have satisfactorily passed one semester’s or two terms’ work, or more,” in any program that requires at least two years of study.

The proposed changes would clarify that those programs requiring at least two years of study must end in a degree—basically, that people completing one of Penn State’s certificate programs are not eligible to vote.

More news from the committee meetings:

Executive committee nominations: One of the governance committee’s roles is to recommend at-large members for the board’s executive committee, and the recommendations that will be put forth Friday—if  board chair Keith Masser ’73 is re-elected—are Kathleen Casey ’88, appointed by Gov. Tom Corbett in 2013; Donald Cotner ’71, an ag trustee since 2012; and Richard Dandrea ’77, appointed as a business and industry trustee in 2013.

Those names were put forth by Masser and governance chair Keith Eckel; Masser said he chose Casey because she is vice chair of the human resources subcommittee and the compensation committee, Cotner because he is vice chair of the finance and business committee, and Dandrea because he’s a lawyer and because Ken Frazier ’73 (who has a law background) has decided to step down from the executive committee. (The board chair, board vice chair, immediate past chair, and standing committee chairs are automatically part of the executive committee.)

Barbara Doran ’75 noted that Casey is a lawyer, filling that need, and that none of the nominees were elected by alumni. She nominated Ryan McCombie ’70, who was elected by alumni in 2012. Because there were four nominees for three positions, the committee voted: Casey, Cotner, and Dandrea each received a majority of the vote; the totals were not released.

If Masser is not re-elected as chair, Eckel said, he will confer with the new chair before the governance committee puts forth nominees for the executive committee.

First compensation committee meeting: The first in-person meeting, that is. The committee, which was created at the November board meeting, did meet via conference call Saturday morning to approve compensation for new football coach James Franklin, a process that committee chair Linda Brodsky Strumpf  ’69 said was “interesting.”

Strumpf had served on the predecessor to the compensation committee, an ad-hoc group that was convened when circumstances warranted it, but this was the first time that details of the contract were reported during the process. The speed was potentially problematic—the bylaws stipulate that the committee must give three days public notice before meeting, but they were able to use the provision that if all committee members agreed to waive the three-day requirement, 24 hours notice would suffice.

The committee also approves compensation for nine other university employees (see below for the list), but that process is usually far from the spotlight. “People are really interested only in the football coach’s salary,” Strumpf said. “That’s the world we live in, I suppose.”

Under operating guidelines approved by the committee Thursday morning, the committee has responsibilities for four tiers of university officials. (Click here for the draft; see page 5 for the complete list.) The president is alone in Tier I as the only compensation the full board must approve.

The compensation committee approves compensation for five officials in Tier II—executive vice president and provost, senior vice president of finance and business, senior vice president for health affairs, senior vice president for development and alumni relations, and vice president and general counsel—and four intercollegiate athletics employees who are designated Tier IIA. That’s the athletic director, football coach, and men’s and women’s basketball coaches. For Tier II employees, the full board is informed, but does not vote.

That’s standard practice, said Jason Adwin, vice president of Sibson Consulting, who is working with the committee. “Executives govern,” he says. “Administrators manage.” And managing, he says, includes deciding on compensation.

The committee also voted to recommend to the full board that it approve an executive compensation strategy (click here for the draft) developed in consultation with Sibson; Strumpf said the hope is to vote on the strategy at the March meeting.

Sibson plans to conduct a study that’s sponsored by Penn State and will survey 60 institutions, 30 of which will be peers of Penn State, to compare how the university’s salaries, bonuses and incentives, retirement, and deferred compensation compare.  The report is expected to be ready by May, which Strumpf said is good timing because the committee will begin reviewing salary increases in August or September.

The report will not be made public, for two reasons. First, the sensitivity of salary numbers; vice president of human resources Susan Basso says a public release would deter other institutions from participating. Second, Adwin said, because institutions pay for the data.

Trustees retreat: The typical committee meetings ran on a different schedule today (and the student life and outreach committees did not meet) because of a retreat with Holly Gregory, a lawyer and consultant hired by the governance committee to facilitate discussion of further governance reforms. The first 40 minutes of the session were open to the public before the board went into executive session; I’ll have a piece on Gregory’s introduction later.

Lori Shontz, senior editor

January 16, 2014 at 6:46 pm 3 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

PS4RS Sweeps Alumni Election–And Other Board of Trustees Notes

Barbara_Doran

Barbara Doran was the top vote-getter in the alumni trustees election.

Here’s the short version of Friday’s Board of Trustees meeting:

The university president and governor are no longer voting members of the board. The governance reform package passed after minimal discussion, a back-and-forth between trustee Anthony Lubrano ’82 and Stephen Dunham, vice president and general counsel, about what, exactly, would constitute a breach of fiduciary duty that could prompt the removal of a trustee. Lubrano, who did not seem satisfied with the answers, voted no.

And the three alumni trustee candidates endorsed by Penn Staters For Responsible Stewardship—Barbara Doran ’75, William Oldsey ’76, and Ted Brown ’68—dominated the election. Each of their vote totals—15,085 for Doran, 13,940 for Oldsey, and 11,403 for Brown—more than doubled the total of the fourth-place finisher, incumbent Paul Suhey 79, who had 4,521 votes.

DSC_1240_Oldsey_med

Bill Oldsey finished second.

(Penn State announced the results by candidate number, not in order of votes received, so they’re hard to read. Click here to read the results in order, courtesy of the Centre Daily Times.)

The longer version? That’s more complex, and something that’s going to play out over the coming months.

Several trustees made a point of saying that the governance package passed today isn’t the final word on reform. And the PS4RS sweep means that a growing number of people critical of how the board has handled the Sandusky scandal are now on the board itself. The board will also need to elect a new vice chair, because Stephanie Nolan Deviney ’97g was not re-elected, and the standing committee assignments could change, too.

Each of the winners, who will join the board in July, spoke afterward about issues that go beyond how Joe Paterno was treated by the university. Oldsey, who has spent his career in educational publishing, stressed that both he and Penn State were in the same business—“the business of education”—and mentioned World Campus, in particular, as an area of emphasis. Brown talked of the importance of commonwealth campuses and the need to pay faculty and staff better to recruit top talent. And Doran spoke of the need for term limits for trustees and her frustration that longtime members of the board were essentially grandfathered in on the 12-year limit.

Ted Brown finished third in the alumni election.

Ted Brown finished third in the alumni election.

All three also stressed the need to build relationships with the current board members, which they said was the best way to make change happen, and the importance of making current board members understand that PS4RS is not a fringe group.

“They’ve dismissed PS4 as this militant radical group, Franco Harris ’72 is crazy, all this kind of thing,” Doran said. “It’s much deeper than that. I’ve been on the (capital) campaign for five years; I know all sorts of donors. And when you’re running for the board and people think you have a shot at it you hear from a lot of people who feel it’s safe to speak up.”

Lubrano said afterward that the alumni trustees may begin caucusing together—and that all nine alumni trustees would be invited, although he wasn’t sure all would attend. That would include the three alumni trustees who were on the board during the Sandusky scandal, and whose terms expire in 2014: Marianne Ellis Alexander ’62; Jesse Arnelle ’55, ’62g; and Joel Myers ’61, ’63g, ’71g.

Other notes from the meeting:

—The election of agricultural trustees and selection of business and industry trustees also took place. Incumbent Keith Eckel will be joined by M. Abraham Harpster ’94, co-owner of Evergreen Farms in Spruce Creek, Pa. Karen Bretherick Peetz ’77 received another term as a business and industry trustee; she’ll be joined by Richard Dandrea ’77, a Pittsburgh attorney.

—After it became clear over the past week that the governance reforms would be voted on as a package, board chair Keith Masser ’73 received some criticism, given that he had indicated in testimony before the legislature that the reforms would be voted on individually. (He said the same to me after the March meeting.) He attempted to find a middle way during the meeting, announcing that there was a parliamentary procedure that would allow trustees to make a motion to exclude a provision from the vote. No one took advantage of it.

Masser said after the meeting that he shouldn’t have said that each change to the bylaws, standing orders, and university charter—there were dozens—would get an individual up-or-down vote. “It was impractical,” he said. “I wasn’t thinking when I made that statement. But that wasn’t really the intent of the question. The intent of the question was ‘Are you going to railroad this package through?’ That’s what I heard, and I wanted to be clear that no, we’re not railroading the package through.”

—Dunham, the university counsel, responded forcefully when questioned by Lubrano about the circumstances under which a trustee could be removed from the board. Lubrano pressed Dunham about whether the university had compared its proposed policy to those of other Big Ten universities and to define exactly what would constitute a breach of fiduciary duty.

Dunham said he thought that criticism of the provision was based on an earlier draft, which was linked to a code of conduct. “Including yourself, Trustee Lubrano, you talked about the ‘Lubrano rule,’ started talking about the code of conduct. That’s changed. This … clearly does not relate to any individual trustee, any individual.” And then, pausing after each word for emphasis, Dunham added: “It. Just. Could. Not. Be. More. Clear.”

—While the public comment section (moved to earlier in the meeting for the first time) had its usual complement of people who chastised the trustees for their response to the Sandusky scandal and/or asked for more board engagement with the public, a broader range of issues came up Friday. Prominent among them: the controversial gas pipeline to the West Campus Steam Plant, which is to be converted from a coal-burning plant.

Residents of State College protested the route for the pipeline, through a residential area, and Columbia Gas has since agreed to start over and work with Penn State to study other possible routes, including through campus. Trustee Myers commented afterward: “There is a feeling by some people in town that the university is arrogant, and I think we need to bend over backwards to articulate what we plan to do and get buy-in for these kinds of things.”

Lori Shontz, senior editor

May 3, 2013 at 9:14 pm 11 comments


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