Board of Trustees adopts changes to composition

November 14, 2014

UNIVERSITY PARK, Pa. – Penn State’s Board of Trustees today (Nov. 14) adopted changes to its Charter, Bylaws and Standing Orders, which included changes to the composition and size of the board. By a 16 to 9 vote, the board adopted a plan put forth by the Committee on Governance and Long Range Planning on Sept. 18, as amended by an amendment proposed at the meeting.

The adopted changes will increase the board’s voting membership from 30 to 36, with two ex-officio, non-voting members, for a total of 38 trustees. The adopted plan maintains an equal number (six) of gubernatorial, agricultural, and business and industry trustees, and leaves the number of alumni-elected trustees at nine. At the Nov. 14 meeting, the board adopted an amendment to the proposal approved by the Committee on Sept. 18 , voting to maintain ex-officio voting status for the state Secretary of Agriculture, Secretary of Education, and Secretary of Conservation and Natural Resources. The University president and Pennsylvania’s governor will retain their status as ex-officio, non-voting members.

Additional changes include:

-- The addition of one student trustee, to be elected by the board after nomination by the Student Trustee Selection Group, as a voting member. The student trustee will be elected during the May 2015 meeting of the board, and will begin his or her two-year term in July 2015. Current student trustee Allie Goldstein will keep her seat as a gubernatorial trustee until she graduates or her term expires. *(see footnote)

-- The addition of one academic trustee, elected by the board after nomination by the University Faculty Senate, as a voting member. The academic trustee will be elected during the May 2015 meeting of the board, and will begin his or her three-year term in July 2015.

-- The addition of the immediate past-president of the Penn State Alumni Association as an ex officio voting member, beginning in July 2015, for a two-year term.

-- The addition of three at-large trustees, elected by the board, as voting members. The at-large trustees will be elected during the May 2015 meeting of the board, and will begin their terms in July 2015. The inaugural group of three at-large trustees will serve terms of one, two and three years, respectively, in order to stagger their terms of office. All subsequently elected at-large trustees will serve three-year terms.

Chairman Keith Masser said the shifts help to make the board even more representative of the many parts of the Penn State community, while maintaining the board’s status as the smallest among all of the Commonwealth’s state-related universities.

“By adding voting seats for student and faculty trustees, we have made the board a more comprehensive reflection of the Penn State community. These are two important constituencies that should have a voice,” Masser said in a statement released after the vote. “Also, alumni representation will be enhanced by adding a seat for the immediate past president of Penn State’s Alumni Association. The service perspective of this organization will enrich our board.”

The addition of three at-large trustees, Masser said, gives the board the flexibility to augment the experience and acumen of current membership to meet its needs over time.

“We embrace consensus-building. The addition of three at-large members will facilitate a broadening of the consensus necessary for board action by ensuring that no two of the following four groups of trustees – agricultural, alumni-elected, business and industry, and gubernatorial appointees – will be able to form a voting majority of the full board without securing votes from others,” he said. “The seats for at-large members will enable the Board to add specific areas of expertise and skill-sets to enhance the Board’s overall performance.”

The adopted changes were 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 has assisted the board with using best practices in leadership and governance change.

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.

* For four decades, students have been represented on the Board of Trustees by a student chosen from an identified pool of interested and eligible candidates. In the past, the name of the student who is selected from this pool has been forwarded by the governor to the Pennsylvania Senate for confirmation. The longstanding process is at the discretion of the governor. Historically, the governor has opted to designate one of the six governor-appointed seats on the 32-member board as a student trustee, but this tradition has not been codified.

Last Updated November 14, 2014