Penn State Trustees approve changes to impact governance of University

May 03, 2013

UNIVERSITY PARK, Pa. — Penn State’s Board of Trustees adopted structural changes to their governance and oversight procedures today (May 3), as recommended by the Committee on Governance and Long-Range Planning, taking suggestions from the Pennsylvania Auditor General, the Middle States Accreditation Commission and the Freeh Group.

“This review is, in fact, a work in progress. The charter, bylaws and standing orders of the University are not static, nor are they intended to be,” said James Broadhurst, the committee chair. “In fact, we’ve made revisions or changes to those documents more than 20 times in the past 12 years.”

Broadhurst discussed the most significant newly adopted reforms, most of which were spelled out at the March Trustees meeting during the committee’s public session:

— The governor of Pennsylvania and president of the University now serve as ex officio non-voting members of the board. Previously, both had voting rights.
— The president no longer holds the positions of secretary of the board; the secretary will now be an elected position.
— Three-year term limits were extended from elected trustees, to all trustees (appointed and elected) other than ex officio members. Term limits for Trustees (other than ex officio Trustees) will be 12 consecutive years, effective with terms beginning July 1, 2013, or after.
— The number of voting Trustees is reduced to 30: nine trustees are elected by alumni; six trustees are appointed by the governor; six trustees are elected by organized agricultural societies in the state; six trustees represent business and industry endeavors and are elected by the Board of Trustees; and three trustees are ex-officio members that include the Secretary of Education, the Secretary of Agriculture and the Secretary of Conservation and Natural Resources of the Commonwealth.
— Previously, the provision for term limits did not apply to the chair or vice chair of the board, but that exception was removed for the vice chair position.
— The waiting period for former University employees to serve on the board was extended from three to five years.
— There is now a five-year waiting period for Commonwealth “row officers” to become trustees.
— A section describing the necessary process for the removal of a trustee, if need be, was added.
— The quorum requirement was modified from 13 to a majority of the voting members.
— Selection of the Executive Committee (comprised of 13 members) is now specified to chairs of each of the newly formed six standing committees, the chair and vice chair of the board, the chair of the Board of Directors of the Milton S. Hershey Medical Center, the immediate past chair of the Board of Trustees and three at-large members nominated by the Governance and Long-Range Planning Committee and elected by the Board of Trustees.

— The board also strengthened its comprehensive conflict of interest policy.
Broadhurst noted that the board implemented other changes in the past year, including the expansion of the committee structure from three to six standing committees plus the Executive Committee, as well as four subcommittees; refinements of term limits; increased constituent representation at committee meetings, including faculty, staff and students; opportunities for public comment at the meetings and an established hotline so anyone can communicate with the board; and hiring a University director of Ethics and Compliance with a dual-reporting relationship to the Board of Trustees and the senior vice president for Finance and Business.

“With these collective changes, practically all of the auditor general’s recommendations and to the extent they relate to the organizational documents, the Freeh Group’s recommendations, have been dealt with in whole or in part,” Broadhurst said.

The Board of Trustees website at has full details of the Charter, Bylaws and Standing Orders.


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Last Updated May 24, 2019