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Trustees Discuss Size and Scope of Board's Power: Governor Could Lose Voting Power

by on March 14, 2013 3:40 PM

In May, the Board of Trustees could decide to revoke the voting power of both the Penn State president and governor. That's one of the ideas being considered by the board's Committee on Governance and Long-Range Planning.

The committee is meeting in Hershey today, ahead of tomorrow's meeting of the full board of trustees. Committee members are contemplating potential structural changes to the board's governance and oversight procedures while they review the current bylaws and standing orders and discuss possible recommendations for reconstruction. 

Over the past year, the committee has been charged with reviewing the board's current governance practices so that they can produce a specific set of recommendations and reforms. Briefly mentioned during the committee meeting were the recommendations provided by the Penn State Faculty Senate, which was released at the senate meeting Tuesday. 

Senate chair Larry Backer sat in on the committee meeting Thursday. The senate said it received support for a faculty member on the board, but board chairman Keith Masser said a Penn State faculty member sitting on the board would be an "inherent conflict of interest." 

However, Masser did acknowledge the lack of academic influence on the board and suggested a faculty member from another university could provide that insight without causing a conflict of interest. 

Trustee Joel Myers said he wants to see the size of the board reduced from the current 32 members. Some members of the public in attendance agreed, but trustee James Broadhurst said the current composition of the board should remain intact as its necessary for board functions. 

"We're very comfortable with the size of the board," Broadhurst said. 

Myers expressed his idea for eliminating an executive committee altogether, but Masser said he would rather see an executive council with no power than no executive council at all. 

Frank Guadagnino, Penn State counsel from the firm Reed Smith, gave a summary of potential oversight changes that include removing the president and governor's voting privileges, reducing the required advance notification of a board meeting from 10 days to three – which is consistent with Pennsylvania's Sunshine Law, Guadagnino said – reimbursing trustees for travel expenses, applying term limits to all board members except non-voting members and increasing the waiting period for a former Penn State employee to sit on the board from three years to five years. 

Guadagnino said the proposed provisions would also allow for meetings to be conducted over the phone, if necessary and expanding the matters that require the attention of the board, including the University's Right-to-Know Law reports and annual Clery Act reports. 

According to Penn State, the committee is designed to provide counsel to the board concerning the development of strategies, policies and practices that orient, educate, organize, motivate and assess the performance of university trustees. It oversees any changes to the expectations of membership and conduct for all trustees, candidates for election to the board's executive committee, and recommendation of emeritus status for retiring Trustees. The committee also participates in the University's long-range strategic planning process.

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Laura Nichols is a StateCollege.com news reporter and @LC_Nichols on Twitter.
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