Governance Committee Discusses Board of Trustees Restructuring
Among the most hotly debated issues in the Board of Trustees over the last year has been governance structure and potential changes in the makeup of the 30-member board. That much remained true today during a 90-minute Governance and Long-Range Planning meeting at Penn State Schuylkill, in which a number of university stakeholders lobbied for a seat at the table, and governance consultant Holly Gregory led a discussion to help find some consensus going forward.
The meeting began with presentations from three groups seeking permanent seats on the Board of Trustees — students, represented by UPUA President Anand Ganjam and UPUA Vice President Emily McDonald; alumni, represented by Alumni Association president Kay Salvino; and faculty, represented by Faculty Senate representative and professor John Nichols. Each group requested one permanent seat on the board, and made their case for its benefits.
Gregory said that, after gathering board feedback, there was a consensus that a permanent student seat should be part of the board restructuring plan. There was some questions about how that student should be selected — currently, the governor appoints a student, although it is not codified or technically student-selected. Gregory said that the consensus was for the governor to continue appointing that student, but UPUA and other students leaders have long advocated to take the power of selecting a student from Harrisburg and into a student committee.
“It is crucial that a student trustee is selected by the people that they are representing,” McDonald said.
Trustee Anthony Lubrano disagreed, saying that “the governor should continue to appoint the student” and that the board “made a commitment to the state” to allow the governor to select the student. But Chairman Keith Masser disagreed with Lubrano, saying that he “wants to take the politics out of the selection” by having the board itself internally select the student from a small pool of candidates recommended by a student committee. Masser also noted that the governor has agreed to give up an appointment for a student trustee selected by the board. That was where the discussion ended, and the board moved forward with no clear consensus on the selection process.
President Eric Barron weighed in as well, noting that he was used to having a student on the board from his time at Florida State. But he made clear his belief that a trustee shouldn’t be representing a group, but only trying to further the interests of the university as a whole. He also said he wasn’t making any recommendations about how the board should be structured, he was only speaking from experience.
Nichols argued that because faculty are so crucial to the mission of the university they should have a permanent seat on the board.
“A highly specialized institution like a university should have significant governance representation from people that have a deep understanding of the mission of the institution,” Nichols said.
Gregory said that the board was generally in favor of more faculty representation, but that there was some concern about an employee of the university being a member of the board because of the inherent conflict of interest. Trustee Betsy Huber said that teachers aren’t allowed to serve on most school boards, and that the same principle should apply here. Barron said that he has been on boards with faculty before and saw “no conflict,” but again was careful to note that he wasn’t suggesting any changes.
On Alumni Association
Salvino made the case that alumni are most invested in the success of the university, and proposed an option in which the immediate past president of the Alumni Association (aka her, in a year) would fill a permanent board seat for a two-year term.
That idea was generally not well received. Trustee emeritus David Jones argued that alumni elected trustees were already the largest constituency group on the board with and that the overlap was unnecessary.
“We have nine trustees elected by alumni now…in recent years two-thirds of our trustees have been alumni,” Jones said. “I sometimes think we would benefit by having more outside voices.”
Lubrano agreed, and pointed out that Salvino’s recommendation was essentially giving herself a board seat, to which Salvino snapped, “This isn’t about me!” Doran also noted that the Alumni Association receives some of its budget from the university, which creates a conflict. Salvino noted that it generates 75 percent of its own revenue.
On Board Size
Gregory said that board members generally agreed that there was not a benefit to downsizing the board. Masser went so far as to call the current size of the board (30 voting members plus a number of active emeriti trustees and ex officio members) the “sweet spot” number. Trustees Lubrano and Barbara Doran disagreed, with Doran saying, “in any governance study, the smaller the group, the better.”
The committee quickly ran down the list of board groups, and the discussion was unsurprising — the members of each constituency advocated for their own existence and value. Ag trustee Masser, for example, said that agricultural trustees are valuable because “ag is our number one industry” and that the six seats aren’t “overweighing the board.” Alumni trustee Doran said that the alumni election is “one of the most robust, transparent processes you can run.”
The only real suggestion for downsizing came from committee chair Richard Dandrea, who suggested that nine alumni trustee seats might be too many considering relative low voter turnout, and that only three of the schools Penn State benchmarked included elected alumni trustees. Turnout in the most recent election was just under 5 percent, and Alice Pope was the lead vote getter with 10,025 votes. Dandrea, it should be noticed, is a Business and Industry trustee and not elected.
The meeting ended much like it started, with no real consensus on how to go forward with a coherent restructuring plan. The goal was to have a proposal on the table for a board vote by the next meeting in September; it is not yet clear if that deadline will be met, but the 90 minutes today was certainly not enough time to reach a conclusion in a public setting.