Why Penn State trustees will now have more say over who can run for alumni board seats
In what some Penn State trustees called a blow to the democratic process, the board on Tuesday approved changes to its bylaws that give existing board members more say over who can be on the ballot for alumni-elected seats.
During a meeting Tuesday afternoon, the full board was presented with two options from the Governance and Long-Range Planning committee that would change parts of the election sections of the bylaws.
The first option would give a nominating subcommittee the ability to review alumni trustee candidates and indicate whether candidates are “qualified” to serve on the board. A notation would be placed beside the candidate names on the ballot. Though a motion was made to adopt this option, it didn’t receive enough support to pass; 20 trustees voted against it.
The board approved the second option, which will give a nominating subcommittee the ability to review alumni trustee candidates and determine whether candidates are qualified to be on the ballot.
The alumni-elected trustees largely voted against the measure but it passed the board 24-8. Trustees Ted Brown, Cynthia Dunn, Barry Fenchak, Christa Hasenkopf, Ali Krieger, Anthony Lubrano, Jay Paterno and Brandon Short voted against it. All of the dissenting votes were from alumni-elected trustees except for Dunn.
Lubrano, who was on the working group behind the changes, said while he appreciated the time and effort put into the changes, enacting the change in elections is a mistake.
“As much as I understand the thinking behind a nominating committee, I just can’t accept the notion that in a democratic process we will decide who’s not on the ballot because we don’t believe they are qualified. That’s what the electorate’s supposed to do, not us,” Lubrano said.
Trustees Matthew McGloin, Khalid Mumin, Russell Redding and Nicholas Rowland were absent from the vote.
The nominating subcommittee will consist of representatives from all the different categories of trustees. The “rubric” that the subcommittee will use to determine if candidates are qualified can change each election based on the board’s needs. It will be part of the subcommittee’s operating guidelines, which are approved by the Committee on Governance and Long-Range Planning and full board.
Tracy Riegel, an at-large trustee elected by the board, said the change is a good way to identify people who have skill sets that are lacking on the board. For example, there’s not a lot of health care experience on the board currently, she said, but since Penn State has a large health system, that skill set is valuable to have.
But others, like Short, said he was concerned about handing that power to future boards.
“I’m concerned about handing that type of power to — not this board, who I trust and I understand, and our board leadership with Matt (Schuyler) — but to future boards. … I’m just a little skeptical on, you know, what that means for the board going forward to have that type of authority,” Short said.
Overall, the board of trustees consists of 38 members, two of whom — Gov. Josh Shapiro and Penn State President Neeli Bendapudi — cannot vote. The board is broken down into nine distinct groups: elected by alumni, appointed by the governor, elected by agricultural societies, elected by the board representing business and industry, at-large trustees, a student trustee, an academic trustee and the immediate past president of the Penn State Alumni Association. Five members are also ex-officio by right of their office.
With the nine alumni-elected trustees, it’s “the only true democratic process we have,” Paterno said.
“At a time when we’re being challenged to be more transparent, this process would make our elections less transparent,” Paterno said.
He and Brown also worried this would open the board up to the threat of litigation.
Another change in the bylaws is to decrease the number of signatures alumni will need to get on the ballot from 250 to 50 signatures. Carl Nassib, a recently elected alumni trustee, said they should think about the nominating subcommittee within that context.
“I don’t think you can have one without the other, because when you do move it down to 50, we don’t want the ballot being flooded with random people who aren’t qualified and that will detract from having such an esteemed list of people on the ballot. So I’m not worried about it. I trust in the board. I trust in the abilities of myself. ... I think this is a smart way to make a positive change. I don’t think you can have one without the other,” he said.
Naren Gursahaney, a trustee elected by the board representing business and industry, said it’s a tough decision because they have to balance a democratic process while acknowledging the complexity of the job.
“This is a nine, almost ten billion dollar enterprise with significant demographic challenges, significant financial challenges, and a variety of other challenges that we’re facing,” he said. “To make the right decisions, or to help the administration make the right decisions, we need people with skills and expertise that will allow us to do the job that we’re being asked to do. And I just think having some type of threshold of what it takes to get on a ballot is important to ensure we get the right kind of people here so that we can help this university continue to move forward.”
Hasenkopf said it would be an overstep of the board’s power to shape the composition of the board and said it would limit the “talent and creativity” that could be brought to the board.
There are nine alumni-elected trustees in all and they serve staggered three-year terms with three seats becoming open each year. The board just had an alumni election in the spring that brought on McGloin, Nassib and incumbent trustee Short. Next year, Brown, Fenchak and Hasenkopf’s terms will be up.
The board voted 27-6 to approve the entirely of the bylaw changes. The draft, as provided to the public on Tuesday, can be seen below (the board voted to continue with a risk subcommittee as a subset of the standing committee) and the fully adopted bylaws are available online.
