Penn State’s Board of Trustees on Tuesday voted to alter several sections of its own bylaws regarding elections and code of conduct. With the vote, the board will be able to decide which candidates running for alumni trustees positions are qualified for election and punish any trustees who speak out against board decisions.
The 27-6 vote at the end of a 90-minute meeting came after months of discussion by the board’s Committee on Governance and Long-Range Planning and a working group tasked with developing revisions to the bylaws. Alumni-elected trustees Ted Brown, Barry Fenchak, Christa Hasenkopf, Ali Krieger, Anthony Lubrano and Jay Paterno voted no. Trustee Matt McGloin was absent.
The board was given the ability to vote between two options on election matters. The board voted against option one, which would have allowed a subccommittee to decide whether or not candidates for alumni seats are “qualified” to serve on the board and mark their decisions on the ballot. With option one, alumni running for office would be able to run regardless of the board’s decision.
With option two, the same subcommittee, which does not yet have any members or have standards by which to judge candidates, can remove alumni candidates at will. The board passed option two with eight trustees voting against the change.
During the vote, trustees could vote in favor of option one and option two, one at a time. Several trustees asked what would happen if a majority voted no on both options, and chairman Matthew Schuyler told them they would cross that bridge when they got there. Given that option two passed, Schuyler never told trustees what would happen if both options were struck down.
The board also voted to lower the number of nominations needed to run from alumni seats from 250 to 50, which had been the threshold until it was raised in 2015.
Several other bylaws were added to the trustees’ code of conduct, including requirements of professionalism, meeting attendance and how trustees publically address board decisions. Most notably, the board can remove a trustee for speaking out against a board decision they disagree with.
“While Trustees think independently and make informed individual decisions about what they feel is in the best interests of the University, they shall support majority decisions of the Board and work cooperatively with fellow Board members and the Administration to advance the University’s goals,” the bylaws read.
“Negative or critical public statements about the Board, the University or its students, alumni, community, faculty, staff, and other stakeholders do not serve the University’s interests and are inconsistent with a Trustee’s fiduciary obligation to act always in the best interests of the University.”
Fenchak, who is suing the Board of Trustees for access information about Penn State’s finances, expressed doubts about the decision to Onward State.
“The actions today by the board will undoubtedly move us to where Penn State alumni will no longer have a voice in electing their representation to the board. The actions will concentrate the power and authority of the board into the hands of a small number of trustees with little accountability, not only to Penn State stakeholders but to other members of the board themselves,” Fenchak said. “It will move to suppress dissenting voices, as well as to impose severe sanctions on any trustees who choose to express viewpoints that may not be congruent to board leadership.”
Fenchak requested access to Penn State’s financial documents through both the Board of Trustees and the university, though he was repeatedly denied. Under the new bylaws, the board would have complete control over Fenchak’s request and whether or not he can access the financial documents he asked to see.
Brown, who complimented the efforts of the working group, and Paterno, who was part of the working group, both said they voted no because of the establishment of the nominating subcommittee.
“Everything else in there I think I’m good with but that to me is a bridge too far,” Paterno said.
Brandon Short was one of two alumni-elected trustees, along with Carl Nassib, who voted in favor of the new bylaws. Short did not vote in favor of either of the two nominating committees. Short told Onward State that while he didn’t agree with everything in the new bylaws, he found the package as a whole too appealing to turn down.
Short said the bylaws improved the board’s work with technology, academic affairs, and the lowered nomination requirement for alumni candidates were positive additions to the new bylaws. He also said that with the lower vote counts, more alumni will be able to run for office and that it would be necessary for a subcommittee to lower the number of eligible candidates out of consideration for those filling out a ballot.
“Just because you don’t agree with one line doesn’t mean you vote no on the whole package,” Short said. “I think it’s a step forward overall for the whole university.”
Nassib did not respond to a request for comment from Onward State.
After the board meeting, trustee emerita Alice Pope spoke out against the decision on Facebook.
“This move, which puts even more power than ever before into the hands of board leadership, takes us a step further towards a fully self-selected board,” Pope wrote about the creation of the nominating subcommittee that will determine alumni candidates’ eligibility.
“Other bylaws changes will discourage dissent and disagreement. My writing of this post is contrary to the new bylaws which state that trustees (including emeriti) must not publicly disagree with actions taken by the board majority. Free speech is now denied to trustees of our public university — a place where the open exchange of ideas should be welcome,” Pope continued.
“One-hundred-and-fifty years ago, the founders of our university had the foresight and wisdom to allow the alumni to elect our own trustees,” Pope concluded. “I have always believed that the special relationship between the alumni and the university was nurtured by this and yielded the intense loyalty that has benefited Penn State over the years. Today’s actions by the board majority will forever change that.”
One trustee told Onward State they felt many trustees fell in line with board rank because they felt more loyalty to the board than to those who the board serves. This trustee was granted anonymity by Onward State due to the new board rules regarding trustees who publicly dissent against board decisions.
The trustee added that with a lack of elections for many board positions, there was a go-along-to-get-along attitude that influences board actions.
Penn State’s board, the trustee said, is dysfunctional.
Geoff Rushton contributed to this report.
