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Trustees Petition Board For Business Trustee Selection Information

A select group of alumni-elected trustees took legal action against Penn State again in pursuit of sought after information. This time, however, the university granted its request.

In a petition filed to the Centre County Court, six trustees — Ted Brown, Barbara Doran, Bob Jubelirer, Anthony Lubrano, Bill Oldsey, and Alice Pope — asked for information on how business and industry trustees, as well as three at-large trustees, are chosen. In a statement from Board chairman Keith Masser, Penn State reluctantly pledged to provide the information to any trustee that “agrees to maintain it in confidence.”

“Under the university’s selection procedures, approved by the board last fall, there is no reason or basis for the plaintiff trustees to see the confidential and sensitive information about candidates who were not selected or recommended,” Masser said in the statement. “Nevertheless, in the hopes of avoiding yet another lawsuit by this group of trustees and yet another waste of university resources, last week I agreed to make the requested information available to trustees if they would simply commit to maintain the confidentiality of that information.”

In their filing, the trustees claimed they requested the information in April, but Masser declined the inquiry.

“Masser attempts to create separate classes of trustees — a preferred class (which includes Mr. Masser) with superior access to corporate information and a second inferior class without access,” the petition reads. “Such disparate treatment cannot be squared with the rights and duties in the Nonprofit Corporation Law.”

Masser, who called the development an “unfortunate, unnecessary, time consuming and expensive distraction”, warned he was hesitant to reveal the information because two alumni-elected trustees have refused to acknowledge the commitment to confidentiality. In the filing on Tuesday, they ultimately agreed to keep the information confidential, a statement that swayed Masser. Still, he doesn’t seem too pleased.

“It is an accepted practice of almost every corporate and institutional board to keep the names of trustee candidates confidential out of respect to the candidates,” he said. “We have followed this practice for years with respect to the election of business and industry trustees without objection.”

The move comes a mere two weeks after the same group, plus Ryan McCombie, petitioned the university for access to confidential Freeh Report materials. The university struck down that request.

In a post to her Facebook page, Pope explained her rationale.

“Penn State deserves world class governance,” she said. “The continuing refusal of the Chairman and others to provide all Trustees equal access to university information violates all accepted principles of good and effective governance and prevents the fulfillment of our fiduciary responsibilities required by law.”

“It’s time to sanitize this boardroom with sunshine,” Lubrano said in that same post. “Hopefully, that will prove to be an effective disinfectant.”

Here’s Masser’s full statement:

This action today by six alumni-elected trustees is yet another unfortunate, unnecessary, time consuming and expensive distraction.  It is an accepted practice of almost every corporate and institutional board to keep the names of trustee candidates confidential out of respect to the candidates. We have followed this practice for years with respect to the election of business and industry trustees without objection. Under the university’s selection procedures, approved by the board last fall, there is no reason or basis for the plaintiff trustees to see the confidential and sensitive information about candidates who were not selected or recommended. Nevertheless, in the hopes of avoiding yet another lawsuit by this group of trustees and yet another waste of university resources, last week I agreed to make the requested information available to trustees if they would simply commit to maintain the confidentiality of that information. That condition was unfortunately necessary because of repeated violations by trustees of their obligation to maintain the confidentiality of the university’s proprietary and confidential information. My concerns are heightened because two of the alumni-elected trustees who requested the information have refused to acknowledge and agree to the ‘Expectations of Membership’ set forth in the board’s Standing Orders, which include a commitment with respect to confidentiality.  Today, the requesting trustees finally agreed to keep the information confidential in a footnote in their petition filed against the university.  Because they have now agreed to keep the information confidential, which they could have easily done instead of suing the university, we will provide the requested information.  In addition, as I informed Trustee Anthony Lubrano and others last week, the university will provide it to any other trustee who similarly agrees to maintain it in confidence.

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About the Author

Ben Berkman

State College, PA

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