Board of Trustees

Penn State trustees weigh auditor general’s recommendations, may remove president’s, governor’s voting power

Reforming the university’s governance, including taking away the president’s and governor’s voting powers, got strong signs of support from several trustees on Thursday.

Those ideas are among the dozens that have been pressed upon the board of trustees by outsiders, like the Freeh Report, former auditor general Jack Wagner, and the accreditation association Middle States Commission on Higher Education. The trustees’ governance committee, which talked through more than 20 recommendations Thursday during a public session, was one of several committee meetings during the first of two days of meetings on campus.

Friday’s voting meeting starts at 1:30 p.m. at The Penn Stater Conference Center Hotel.

In the committee Thursday, the discussions about the powers of the president offered little if any resistance, although the discussions did not cover the consensus of all 32 board members.

Trustee Carl Shaffer said the president having such powers was “bad practice” for the university, and Joel Myers and board Chairwoman Karen Peetz agreed. That was one of Wagner’s recommendations.

The board may also look to take away the president’s role as the secretary of the board, which was another of Wagner’s recommendations. Who would pick up the role remains to be seen, as trustee James Broadhurst, the committee’s chairman, said the trustees should first focus on the job description before eyeing a person to fill the role.

The trustees were in support of removing the voting powers from the governor, too, but Broadhurst said he wanted to discuss the issue with Gov. Tom Corbett before moving forward.

The committee seems inclined to recommend some changes about trustees being appointed to university positions and employees becoming trustees. Those were also Wagner’s recommendations.

Shaffer and Myers agreed with Wagner’s recommendation that employees must wait five years before they are eligible for election.

As for trustees moving into high-ranking university positions, Peetz said they should do what it can to show there is no impropriety or conflict of interest. She said it should not appear that by being a trustee someone has better access to a high-ranking job, such as David Joyner, who was a trustee and then appointed as interim athletic director without a search or consideration of other candidates.

“I think we unwittingly violated the university community’s expectations of what should happen,” Peetz said.

Myers agreed there should be no appearance of impropriety, but in the event of an emergency, the board could act as it needs, he said.

“On the other hand, you get into a crisis, and the show must go on,” he said.

Altogether, the governance committee will consider more than 30 recommendations, and the review will continue into March with a vote by the full board possibly in May.

Trustees met in other committees Thursday, including one that oversees legal and compliance matters, which recommended new guidelines to the full board for how the general counsel notifies the trustees of important legal issues.

The general counsel will “report to and represent” the university, and the trustees are the top constituent, according to the recommendation that will be taken up for a vote by the full board on Friday.

In his report to the committee, general counsel Steve Dunham said Penn State needs a larger team of in-house lawyers. Dunham said Ohio State University and the University of Minnesota have more than 20 in-house lawyers, and Penn State should have eight to 10.

Dunham said outside lawyers are not the best resource for handling internal matters.

The trustees met privately Thursday morning where they discussed the dozens of recommendations they have received about governance and other issues that have come under scrutiny in the fallout of the Sandusky scandal.

Trustee Anthony Lubrano said the talks were “very healthy” and the trustees got a sense about how each person felt.

Lubrano was on the outreach committee that met Thursday, and he said the group is going to take up some of the burning questions alumni would like to have answered in the Sandusky scandal fallout.

“I feel like it’s time for us to be dealing with these things head-on,” he said.