Committee proposes changes to composition of Board of Trustees

September 18, 2014

UNIVERSITY PARK, Pa. – The Penn State Board of Trustees’ Committee on Governance and Long-Range Planning considered governance reform proposals, including plans to change the composition and size of the board. In a 7 to 1 vote during its public meeting on Sept. 18, the committee recommended a plan for consideration by the full board on Nov. 14. Trustees Rick Dandrea, Barbara Doran, Keith Eckel, Betsy Huber, Keith Masser, Daniel Mead and Carl Shaffer voted for the proposal and Trustee Anthony Lubrano voted against.

Current structure

Penn State’s current 32-member board includes two non-voting members—the president and Pennsylvania’s governor. The makeup of the current board includes: nine trustees elected by alumni; six trustees appointed by the governor; six trustees elected by organized agricultural societies in the state; six trustees representing business and industry endeavors and elected by the Board of Trustees; and three trustees who serve as ex-officio members, including the Secretary of Education, the Secretary of Agriculture and the Secretary of Conservation and Natural Resources of the Commonwealth.

Proposed structure

The selected plan, dubbed “Proposal A-plus,” was a compromise plan based on “Proposal A,” one of three proposals made during a special meeting of the Board of Trustees on Aug. 15.

The "A-plus" plan recommended by the committee would increase the board’s voting membership from 30 to 33; with five ex-officio, non-voting members, for a total of 38 trustees. The plan proposes an equal number (six) of gubernatorial, agricultural, and business and industry trustees, and leaves the number of alumni-elected trustees at nine. Joining the University president and Pennsylvania’s governor as ex-officio non-voting members would be the state Secretary of Agriculture, Secretary of Education, and Secretary of Conservation and Natural Resources.

The proposed plan also would introduce the following changes:

  • The addition of one student trustee, elected by the board after nomination by the Student Trustee Selection Group, as a voting member;
  • The addition of one academic trustee, elected by the board after nomination by the University Faculty Senate, as a voting member;
  • The addition of the immediate past-president of the Penn State Alumni Association as a voting member;
  • The addition of three at-large trustees, elected by the board, as voting members; and
  • Removal of the requirement that at least half of gubernatorial, agricultural and business and industry trustees be alumni of the University (as originally suggested under Proposal A).

“I think this is a very good compromise that has taken into consideration all of the interested parties and suggestions. I want to thank everyone on this committee for their hard work,” said Eckel, chair of the Governance and Long-Range Planning Committee.

Masser, chairman of the Board of Trustees, said the proposal was developed as a result of an extensive review of best practices and a benchmarking analysis of peer institutions. Discussions on the topic also have involved a consultant who is assisting the board with using best practices in leadership and governance change.

The proposal’s addition of Alumni Association, faculty and at-large trustees, according to Masser, helps to make the board a more comprehensive reflection of the Penn State community. “For me, all of these important stakeholders had to be included in the governance committee’s proposal,” he said.

Under the proposed change, Penn State’s board would remain the smallest of the Commonwealth’s state-related universities.
In the past, board members have made several significant governance changes, including imposing shorter term limits, expansion of committees to provide greater engagement, a public comment period at meetings, and dual-reporting requirements to the board and the University president for key staff positions, including general counsel. In May 2013, numerous changes were made to the board’s charter, bylaws and standing orders. Those changes can be reviewed here.

The full Board of Trustees is expected to consider the recommendation from the Committee on Governance and Long Range Planning during its regular public meeting on Nov. 14, in Deans Hall at the Penn Stater Conference Center Hotel on Penn State’s University Park campus.

Last Updated November 07, 2014