Board of Trustees

Penn State trustees consider removing voting power of governor, university president

Penn State’s president and the state’s governor would not have voting power on the university’s board of trustees if recommendations from a committee on governance are adopted by the full board.

The committee’s members discussed the recommendations during a meeting Thursday. The recommendations will be forwarded to the full board Friday for further comments and discussion.

The recommendations would be adopted in May, when the trustees next meet.

“It’s important to gather facts, review all suggested changes and move toward a structure and an ongoing process that makes the best sense for the overall operation of the university as we move forward,” said James Broadhurst, the governance committee chairman. “The committee appreciates the thoughtful reviews and recommendations with the ultimate goal of helping our university improve and achieve its full potential.”

The issue over the president and governor’s voting powers was raised by then-Auditor General Jack Wagner in a report late last year.

Broadhurst is set to testify during a Senate committee hearing on Monday on the proposed reforms.

The governance committee also is recommending adopting changes to the board’s standing orders that will allow the board to remove a trustee who breaches his or her fiduciary duty or violates the expectations of membership.

The board is adding or expanding the language under the expectations. One of those expectations is that the trustee not “publicly criticize or attempt to subvert” a decision the board has made.

“The whole idea is to build consensus,” said Frank Guadagnino, a lawyer specializing in governance who has worked with Penn State to adopt the reforms. “You want everybody to be voting on something they believe in.”

Guadagnino said that provision does not target the outspoken trustee Anthony Lubrano.

In others, trustees would be expected to “fulfill on a timely basis all financial obligations and pledges of support to the university.”

A supermajority of the board would be required to remove the trustee, but Guadagnino said the violation would have to egregious for it to result in the trustee’s removal.

He equated that likelihood to a bank foreclosing on a homeowner whose mortgage payment is a day late.

The board is not moving toward reducing its size, at least not yet, as the trustees support having 32 members. Wagner recommended shrinking the board.

Chairman Keith Masser, who is a member of the governance committee, said there could be an “inherent conflict” if a faculty member were added, which was a recommendation in the University Faculty Senate’s report.

University employees, except for the president, are not allowed to serve on the board, and an employee has a three-year waiting period before being eligible for membership.

Among the other recommendations that are moving forward:

•  A change in the composition of the board’s executive committee, to include the chairs of other committees, the officers of the board, the most immediate past board chair as well as three trustees chosen at-large.

•  Changing the quorum of the board from 13 to 16.

•  Reimbursing trustees for travel expenses.