Posts tagged ‘Ted Brown’
Trustees Vote Against Examining the Freeh Report
In a contentious 90-minute special meeting Tuesday, the Board of Trustees voted down a proposal to formally examine the findings of the Freeh Report, voting instead to maintain its current stance of waiting until legal proceedings related to the Sandusky scandal run their course.
Alumni trustee Al Lord ’67 presented the initial resolution, which proposed the creation of an ad hoc committee to “examine the Freeh Report, meet with Freeh and his investigative team, review the full set of undisclosed communications and report its findings to the full board.” That resolution was defeated by a 17-9 vote, with Lord and the other eight alumni-elected trustees the only “yes” votes. A second resolution, presented by gubernatorial appointee and board vice chair Kathleen Casey ’88, proposed that the board “continue to actively monitor the discovery and factual investigations … and, upon conclusion of such proceedings, shall determine whether any action is appropriate and in the best interest of Penn State.” That resolution passed 17-8, with alumni trustee Adam Taliaferro ’05 abstaining.
It was Lord, during discussion of the second resolution, who asked Casey to clarify whether the action in her proposal (written in collaboration with Ken Frazier ’73) was simply to “continue.” When Casey said yes, Lord replied, “Continue to do what we’re doing? Resolutions should do something. This is ‘continue to do nothing.'” It was an exchange that got to the heart of the divide among the board’s members: The alumni trustees remain committed to repudiating the most damning findings of the Freeh Report, while the majority of board members argue that any such action is at best premature.
Lord introduced the amended resolution, first proposed in July, by acknowledging other issues that demand the board’s attention. “I wish that instead of talking about being pleased with only increasing tuition two or three percent, we were talking about decreasing tuition,” he said. “But what needs immediate attention is the Freeh Report… My feeling is that the consequences of the Freeh Report and the NCAA consent decree live on.” He cited comments and signs encountered by Penn State fans at the Rutgers football game last month as proof that the damage to the university’s reputation remains unchecked. “When I saw those signs, it occurred to me how far we’ve fallen, or how other people think we’ve fallen, because we don’t stand up for ourselves. I’m bothered by how meekly we react. Generally speaking, we don’t react at all … there’s a sense of ‘Suck it up, we deserve it.’ We don’t deserve it.”
The four-person ad hoc committee proposed in Lord’s resolution would have included Lord, fellow alumni trustee Anthony Lubrano ’82, and two members appointed by board chair Keith Masser ’73. The alumni trustees were unanimous in their support: Ted Brown ’68 argued that any trustee who said they’d be willing to defend the university’s reputation in a one-on-one conversation was obligated to support the proposal, while Bob Jubelirer ’59, ’62g disputed the need to wait on the legal outcomes: “There is no downside, none at all, if we review the Freeh Report.”
Counterarguments came from Keith Eckel, an elected agricultural trustee, who cited strong applicant numbers and an upgraded credit rating as signs of the university’s health, and argued that the board’s responsibility was to “our students and our constituents. I urge the defeat of this resolution and the moving forward of the university, and the continued observation of the results of the trials that are ongoing, and because of which we cannot make any decision today.” That response brought an isolated “boo” from someone in the audience of roughly 100 people, many of whom applauded points made by the various alumni trustees. An otherwise tame exchange between the business and industry-elected trustee Rick Dandrea ’77 (an attorney who argued the wait-and-see approach on the ongoing court cases) and alumni trustee Ryan McCombie ’70 led to a more strident response from the crowd; two audience members were escorted out of the meeting after loud outbursts, prompting Masser to slam his gavel at the podium, while Lord turned toward the crowd and made a “time out” signal to try to quiet things down.
When order was restored, McCombie finished his point: “We accepted a scarlet letter that said we are a ‘football culture,’ when everyone knows we aren’t a football culture. I refuse to accept that letter; I don’t think the university should, either.”
After a bit more back and forth between the two sides—and the removal of one more audience member after an extended outburst—the trustees voted, with the the “nays” carrying the day. That was followed by the introduction of Casey’s resolution, a brief back-and-forth about when the board members had initially received it (the proposal was sent out electronically last Friday), and objections from Lord, Lubrano, and Bill Oldsey ’76 about the proposal’s wording. Taking issue with the final paragraph of Casey’s proposal, Oldsey noted, “It says ‘consistent with fiduciary duty’ … and then it says we’re going to wait and see. Unless I missed the last two hours, there is a lot of disagreement on the board about our fiduciary duty.”
That disagreement doesn’t figure to change anytime soon. A quick vote to table the proposal until a later date was shot down along the expected lines—the nine alumni trustees once again voted together—before the actual vote on the Casey/Frazier “wait and see” resolution. It passed.
Ryan Jones, senior editor
Board of Trustees Wrap-Up: A New Wrinkle to Public Comment
Robert Jubelirer speaks during Friday’s public comment session.
For the past year, since the Board of Trustees added a public comment session to its agenda, the drill has been the same. Speakers spoke. Trustees listened. When the speakers criticized the board for its handling of the Sandusky scandal, some portion of the audience clapped or cheered.
Friday’s public comment session, however, was different.
After the second speaker—a tandem of two faculty members, Maria Truglio and Brian Curran, who said that although Penn State had suspended the $100/month surcharge for employees who didn’t get a biometric screening and fill out an online health survey, they were still concerned about what happens next—board chair Keith Masser ’73 said that David Gray, senior vice president for finance and business, would respond to the comments.
This caused a stir. Not once since the board added a public comment agenda item—up to 10 speakers, each allotted three minutes—had trustees done anything but sit and listen. Twice, however, during Friday’s meeting, Masser directed someone to respond to the comments—Gray to the professors, and governance chair Keith Eckel to former state Sen. Robert Jubelirer ’59, ’62g, who was practically shouting by the end of his three minutes, during which he accused the board of not being transparent.
Masser had indicated he was considering doing this during Thursday’s meeting of the Outreach, Development, and Community Relations Committee. (more…)
Board of Trustees Wrapup: Settlements, Sanctions, New Vice Chair
New vice chair Paul Silvis, left, and chair Keith Masser meet the media after Friday’s meeting.
The biggest news that come out of Friday’s Board of Trustees meeting came from two items that weren’t on the agenda.
The board voted to authorize settlement offers to some of Jerry Sandusky’s victims, although it did not provide any details about the number of settlements, the amount of the settlements or the deliberations that surrounded the settlements.
The chair of the board’s legal committee, Ira Lubert ’73, said the committee had been authorized to do so itself, but decided it was “in the best interest of the university” for the full board to vote. He said the board had twice been briefed confidentially, once on June 25, the other time during Friday morning’s executive session at Penn State Fayette.
The other big news also came from that executive session: football coach Bill O’Brien addressed the board—chair Keith Masser ’73 said he had issued an invitation—and appeared to be discussing the possibility of requesting a reduction in the NCAA sanctions.
Executive sessions are closed to the media and public, but the meeting was held in a room with windows, and O’Brien’s slides were visible to anyone in the hall. (Click here for a report from Mike Dawson ’02 of the Centre Daily Times, who was on the scene.)
Board chair Keith Masser ’73 confirmed in a news conference after the meeting that he had invited O’Brien to speak and that the university would like to ask the NCAA for relief from the sanctions: “We would like to do that at some point.” He said that “we have some work to do” before anything would happen. “I’ll use one of Coach O’Brien’s analogies: Instead of shoot and fire, you’ve got to shoot, aim, and fire.”
As usual, the meeting was jam-packed. Here are a few other highlights:
—Paul Silvis ’06g was elected vice chair, a position that became vacant when Stephanie Nolan Deviney ’97g was not re-elected. His term, like Masser’s, lasts until January 2014. Silvis defeated Ryan McCombie ’70; the ballot is secret, but Masser said that 27 ballots were cast and that a majority—more than 14—went to Silvis on the first ballot.
At the end of the meeting, McCombie read a joint statement pledging that he and Silvis would continue to work together.
“Ryan and I have been been friends and respected each other for a long time,” Silvis said. “He decided to run, I decided to run, and we got together and talked about it. We said regardless of who wins, we will continue to communicate and respect each other’s difference of opinion.
“I’ve lived in State College for a long time,” Silvis added. “I’ve been involved in the community, involved in Penn State. There’s a time when you’re called to step up, and this was the time.”
Silvis, a gubernatorial trustee who’s been on the board since 2010, is founder and president of SilcoTek Corporation, which is based in State College, and is still chair of the board of the first company he founded, Restek, which he sold to its employees.
—The trustees granted emeritus status to Anne Riley ’64, ’75g and David Jones ’54; two trustees, Anthony Lubrano ’82 and Ted Brown ’68, objected to the timing and voted no. (For more details on the emeritus trustee issues, click here for coverage of the Thursday governance committee meeting.)
Masser said he wasn’t particularly concerned about the disagreement: “It is healthy for differences of opinion among our board members to be aired out and discussed.”
—After protests from State College residents, the board voted to change the route of the natural gas pipeline to the West Campus Steam Plant so that it will go through campus, not through town. The change adds an additional $9.6 million to the cost of the project. State College residents were concerned about whether the pipeline—which is being built as the steam plant converts from coal to gas—was safe.
Asked whether the campus route is any safer, Masser said, “We feel there is no safety issue with what we’re doing. We would not jeopardize the safety of our students and staff and faculty on campus to do that. There’s gas lines running all over the world, so it will not be a safety issue.”
Lori Shontz, senior editor
PS4RS Sweeps Alumni Election–And Other Board of Trustees Notes
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.
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.
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
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
