Board of Trustees

Senator’s plan: Shrink Penn State board of trustees by 7 members

The Penn State University Old Main building.
The Penn State University Old Main building. CDT/Nabil K. Mark

Penn State’s board of trustees would be reduced to 23 members under legislation introduced Wednesday by a senator from eastern Pennsylvania.

The bill from Sen. John Yudichak, D-Luzerne, calls for the elimination of seven trustees in the hope that a smaller board will result in a board of more engaged members, he said Wednesday during a news conference from the Capitol. Sen. Jake Corman, R-Benner Township, was there and offered support for the legislation.

“R esearch has demonstrated time and time again that exceedingly large boards, like Penn State … can be less effective, and by default, governance decisions are less inclusive,” Yudichak said, citing a position held by the organization American Council of Trustees and Alumni. “The size and composition of the board of trustees as it currently is structured, at 30 voting members, presents too many opportunities for power to be vested in a small, insular group of the board at the expense of full and constructive engagement by the entire board of trustees.”

The bill came just days before the university will hire a consultant to help determine some of the most vexing governance issues in the aftermath of the Jerry Sandusky scandal, such as the best size of the board, trustee term limits and way trustees are elected and selected.

The university said in a statement that it welcomes the input from Yudichak and the collaboration with lawmakers.

Under his plan, alumni-elected trustees would have a plurality on the board, with eight seats. That’s a reduction of one seat.

The other constituency groups — governor appointees, business and industry delegates and trustees elected by the state’s agricultural societies — would lose seats and have five under Yudichak’s bill.

Two state Cabinet members, the secretaries of education and agriculture, would lose their voting powers. The secretary of the state Department of Conservation and Natural Resources would lose its seat altogether under the plan.

Yudichak’s bill also removes the president of the university from the board. That’s a step further than the university has gone, as the board recently made the president a non-voting member of the board.

In addition, Yudichak’s bill spells out the way business and industry trustees are selected. Instead of the private selection process that is in place now, the bill would call for a new committee that picks the members. The committee would be composed of the board chairman and a representative of each constituency group on the board.

The bill also would prohibit the governor, lieutenant governor and state row officers from serving on the board.

Corman and Yudichak did not think the legislation would be taken up in the few remaining weeks lawmakers are in session before the end of the year. However, they were hopeful that their collaboration, despite their political affiliations, would translate into bipartisan support.

Yudichak has been critical of the board in the aftermath of the Jerry Sandusky scandal, and he’s advocated for the board to re-examine the controversial Freeh report. Yudichak was on a panel of senators who in March took testimony from Penn State trustees about the state of the university’s governance structure.

Corman, whose district includes Penn State’s campus, said it’s important the legislature have a voice in how Penn State governs itself. After all, he said, lawmakers in 1855 created Penn State.

But, he was quick to say that the legislation should not be seen as a “hostile takeover” or forcing anything upon Penn State. Instead, he said, he’s hopeful the legislation “sparks conversation.”

“Anyone who may be opposed to something happening all of sudden engages in it,” he said of the effect impending legislation may have. “The board’s clearly moving in the right direction.

“We just want to make sure we’re at the table on this.”

Corman said he’d spoken with Penn State board leaders last week about the legislation, and he hopes the trustees and lawmakers can work together.

In a statement, Penn State spokeswoman Lisa Powers said the university welcomes the input from Yudichak.

“The trustees have been working for more than a year on improving the university’s governance model and implementing best practices,” she said. “Governance is an ongoing process, and we look forward to working cooperatively with the General Assembly on this important issue.”

Yudichak and Corman said it is unlikely that the bill will be taken up in the remaining few weeks that lawmakers are in session this year.

Trustee Anthony Lubrano was one of the recently elected, pro-reform trustees who attended the news conference. Afterward, in comments to reporters, Lubrano said he supports the bill because it would do what he’s long supported — downsizing the board.

“What the senator has proposed will allow us to get to the point where we can have a fully engaged board,” Lubrano said. “There can no longer be the excuse that we were just too large and can’t involve everyone.

“We have a fiduciary responsibility to Penn State to be engaged.”

Last week, during a conference call with trustees over hiring a governance consultant, Lubrano asked that the board hold off on making the hire. Trustee Keith Eckel said he wanted to move forward because he did not think the legislation would be taken up by the end of the year.

The legislation is a step in the right direction for Penn State, an expert with the American Council of Trustees and Alumni said.

Michael Poliakoff, the organization’s vice president for policy, said the board should be reduced even more, though he recognizes sometimes this step needs to be done incrementally.

“It’s a good start,” said Poliakoff, whose background includes serving as Pennsylvania’s deputy education secretary from 1996 to 1999. “It really does need to be seen as a beginning.”