Just how do Penn State’s trustees come to office?
Of the current complement, several became trustees because of who they are: the president of the university, the governor, the Cabinet secretaries of education, agriculture and conservation and natural resources.
Then there are six gubernatorial appointees.
The election of Penn State’s alumni trustees is run much like a municipal or state election, down to having yard signs posted with candidates’ names. There are just three candidates for three seats this year, but incumbent Ryan McCombie’s name can still be seen on signs scattered around the Centre Region.
Agriculture trustees are elected in a process in which delegates from farming organizations throughout the state are designated and cast ballots, similar to the Electoral College for presidential races.
But what about business and industry trustees? Their process is not spelled out as simply.
On Monday, six alumni trustees filed a petition in Centre County Court asking for a special injunction to compel information about how those trustees, as well as the three at-large trustees who will be seated in July, are chosen.
According to court documents, the standing orders adopted in November allow for “a select group of trustees” to “consider and evaluate” candidates for those positions. Only the final selections of two business and industry trustees and three at-large will be presented to the full board at the upcoming trustees meeting.
The petition claims trustees Ted Brown, Barbara Doran, Bob Jubelirer, Anthony Lubrano, Bill Oldsey and Alice Pope contacted board Chairman Keith Masser in April about the selection process, asking for information to make their decision, but according to the trustees, Masser “refused to provide” the information.
“Again, Mr. Masser attempts to create separate classes of (t)rustees — a preferred class (which includes Mr. Masser) with superior access to corporate information and a second inferior class without access ...” attorney Donna Walsh wrote in her filing. “Such disparate treatment cannot be squared with the rights and duties in the Nonprofit Corporation Law.”
Pope said that the information is important, because without it there is no real election.
“It changes what is supposed to be a position elected by the full board to something more like an appointment,” she said. “The selection committees are chosen by the chair. If we only have a yes or no, and they refuse to speak with us about why these particular individuals meet the needs of the board, then it is basically an appointment by the chair.”
The trustees filed suit last month demanding access to the investigative material used to create the Freeh report, the independent inquiry in to the Jerry Sandusky child sex abuse scandal commissioned by the university.
Pope called the two decisions linked, part of an overall attitude by the board’s leadership.
“That’s not good governance,” she said.
“It’s time to sanitize this boardroom with sunshine. Hopefully, that will prove to be an effective disinfectant,” Lubrano said.
Late Monday night, Chairman Masser responded to the court action.
“This action today by six alumni-elected trustees is yet another unfortunate, unnecessary, time consuming and expensive distraction. It is an accepted practice of almost every corporate and institutional board to keep the names of trustee candidates confidential out of respect to the candidates. We have followed this practice for years with respect to the election of business and industry trustees without objection. Under the university’s selection procedures, approved by the board last fall, there is no reason or basis for the plaintiff trustees to see the confidential and sensitive information about candidates who were not selected or recommended.
“Nevertheless, in the hopes of avoiding yet another lawsuit by this group of trustees and yet another waste of university resources, last week I agreed to make the requested information available to trustees if they would simply commit to maintain the confidentiality of that information. That condition was unfortunately necessary because of repeated violations by trustees of their obligation to maintain the confidentiality of the university’s proprietary and confidential information. My concerns are heightened because two of the alumni-elected trustees who requested the information have refused to acknowledge and agree to the ‘Expectations of Membership’ set forth in the board’s Standing Orders, which include a commitment with respect to confidentiality.
“Today, the requesting trustees finally agreed to keep the information confidential in a footnote in their petition filed against the university. Because they have now agreed to keep the information confidential, which they could have easily done instead of suing the university, we will provide the requested information. In addition, as I informed (t)rustee Anthony Lubrano and others last week, the university will provide it to any other trustee who similarly agrees to maintain it in confidence.”
The trustees meet in committee Thursday and will have a full-board meeting on Friday, with executive sessions in the morning and a voting session in the afternoon. Approval of new trustees is part of the agenda.
“We have a vote before us. What will we do if we don’t have enough information to make an informed vote?” Pope asked.