Report on PSU BOT meetings of July 2022: (Written by Barry Fenchak)
Quick (sorta’) run down on the seven items brought before the Board for a vote this week. Such items are also known as “Action Items”.
Action Items (items requiring approval through Board vote). There were seven of them.
I will discuss them in the order in which they were presented at the meeting – though the one generating the most discussion/interest is the “Tuition Increase”, which was the last item on the list (Item 7)…. Feel free to jump ahead to get to that one first.
For each, I will give a brief description of the item, provide any relevant background info, and – most importantly – transcribe what I said, on the record, at the meeting, list how I voted, and why:
Item 1) Approval of the Minutes from previous meeting.
As with most boards, the first item is generally approving of the Minutes from the previous meeting (essentially, approving that the record – the minutes – of the previous meeting are accurate)
Since I was not yet a member of the Board for the previous meeting, I , appropriately, did not vote on the approval.
Items 2, 3, 4:
The next three items were lumped together as “Consent Items” – with the typical procedure being that all of them would be voted on (approved) by a single voice vote.
I, as is my right/duty as a Trustee, asked that the first of these items be separated from the others for discussion and a separate vote. That item was:
Item 2) Election of Trustee Dan Delligatti to the Executive Committee.
I asked that this item be separated, and discussed, for some specific – and, I think, important – reasons.
To the best of my recollection, I was the only Trustee to provide any questions or commentary on this item.
I voted “No” (I believe I was the only dissenting vote), after making the following public comments:
MY PUBLIC COMMENTS:
“To be clear, my concerns are completely unrelated to the qualifications or abilities of the specific nominee to the Executive Committee – but rather to my belief that the existence of the “Executive Committee” does nothing to further the mission of providing responsible governance to Penn State, and indeed creates the opportunity for governance that is incongruent with “Responsible Governance”. I cannot support the addition of any Trustees to the committee.”
A little background:
There is no reason, IMO, for the existence of the Executive Committee.
The Board Bylaws, wrt the Executive Committee, state:
(a) Purpose of the Executive Committee. The purpose of the executive committee shall be to transact all necessary business as may arise in the intervals between regular meetings of the Board of Trustees; it being understood that action by the executive committee would not be expected to be taken except in extraordinary circumstances. Notice of any action by the executive committee shall be provided to the Board of Trustees at its next regular meeting.
With today’s technology, and the fact that most off-cycle meetings of the Board take place virtually, there is no reason that the full Board cannot be solicited in the event of an unexpected – and time-critical – issue arising. In brief, the existence of the Executive Committee, IMO, only serves to provide the opportunity for actions to be taken by a small subset of the Board – without the input and approval of all members of the Board. That is the opposite of responsible governance.
As can be seen here, under the “Meetings” tab, there are no records, agenda, or minutes listed for ANY Executive Committee meetings for at least the last 10 years.
Office of the Board of Trustees | (psu.edu)
Since all “deliberative” meetings (meetings where issues are discussed, and decisions are made or recommended) should be available to the public (and, most certainly, to all members of the Board), and appropriate records and minutes published, this would indicate that no such meetings ever occurred.
That said, when I asked that this item be separated for discussion, I specifically asked the current Board Chairman (Mathew Schuyler):
“When was the last meeting of Executive Committee held, to conduct University business?”.
Chairman Schuyler responded that the Executive Committee met most recently within the last few weeks.
I wanted that question/response to be placed on record. Because, if held, where are those records?
(important to keep in mind moving forward)
I believe that my comments served to make something crystal clear:
One of two things has transpired. Either such meetings were not held (and have not been held for at least a decade), or such meetings are held – perhaps with regularity - but they are held in such a way to exclude public access (and the involvement of most of the members of the Board) and are not properly recorded.
In either case, these would be stunning examples of irresponsible governance. This is an issue moving forward.
Items 3) and 4) The other two items on the Consent Agenda passed without, to my recollection, any meaningful comments:
– The addition of Tracy Riegel (new appointed Trustee) and Steve Wagman (alumni-elected Trustee) to the Board of the Corporation for Penn State.
- The granting of “Emeriti Trustee” status to former Trustees Kathleen Casey, Dick Dandrea, Barb Doran, and Bill Oldsey. “Emeriti Trustee” status entails a non-voting position – but with certain privileges (including access to attend and engage in discussions at Board meetings). Such status is bestowed upon certain former Trustees, who meet certain requirements, at the discretion of the Board.
Further details on “Emeriti” status, and the Corporation for Penn State, can be found within the PSU BOT Bylaws on the Board website. We will talk about some of those issues in greater detail at another time.
Quick (sorta’) run down on the seven items brought before the Board for a vote this week. Such items are also known as “Action Items”.
Action Items (items requiring approval through Board vote). There were seven of them.
I will discuss them in the order in which they were presented at the meeting – though the one generating the most discussion/interest is the “Tuition Increase”, which was the last item on the list (Item 7)…. Feel free to jump ahead to get to that one first.
For each, I will give a brief description of the item, provide any relevant background info, and – most importantly – transcribe what I said, on the record, at the meeting, list how I voted, and why:
Item 1) Approval of the Minutes from previous meeting.
As with most boards, the first item is generally approving of the Minutes from the previous meeting (essentially, approving that the record – the minutes – of the previous meeting are accurate)
Since I was not yet a member of the Board for the previous meeting, I , appropriately, did not vote on the approval.
Items 2, 3, 4:
The next three items were lumped together as “Consent Items” – with the typical procedure being that all of them would be voted on (approved) by a single voice vote.
I, as is my right/duty as a Trustee, asked that the first of these items be separated from the others for discussion and a separate vote. That item was:
Item 2) Election of Trustee Dan Delligatti to the Executive Committee.
I asked that this item be separated, and discussed, for some specific – and, I think, important – reasons.
To the best of my recollection, I was the only Trustee to provide any questions or commentary on this item.
I voted “No” (I believe I was the only dissenting vote), after making the following public comments:
MY PUBLIC COMMENTS:
“To be clear, my concerns are completely unrelated to the qualifications or abilities of the specific nominee to the Executive Committee – but rather to my belief that the existence of the “Executive Committee” does nothing to further the mission of providing responsible governance to Penn State, and indeed creates the opportunity for governance that is incongruent with “Responsible Governance”. I cannot support the addition of any Trustees to the committee.”
A little background:
There is no reason, IMO, for the existence of the Executive Committee.
The Board Bylaws, wrt the Executive Committee, state:
(a) Purpose of the Executive Committee. The purpose of the executive committee shall be to transact all necessary business as may arise in the intervals between regular meetings of the Board of Trustees; it being understood that action by the executive committee would not be expected to be taken except in extraordinary circumstances. Notice of any action by the executive committee shall be provided to the Board of Trustees at its next regular meeting.
With today’s technology, and the fact that most off-cycle meetings of the Board take place virtually, there is no reason that the full Board cannot be solicited in the event of an unexpected – and time-critical – issue arising. In brief, the existence of the Executive Committee, IMO, only serves to provide the opportunity for actions to be taken by a small subset of the Board – without the input and approval of all members of the Board. That is the opposite of responsible governance.
As can be seen here, under the “Meetings” tab, there are no records, agenda, or minutes listed for ANY Executive Committee meetings for at least the last 10 years.
Office of the Board of Trustees | (psu.edu)
Since all “deliberative” meetings (meetings where issues are discussed, and decisions are made or recommended) should be available to the public (and, most certainly, to all members of the Board), and appropriate records and minutes published, this would indicate that no such meetings ever occurred.
That said, when I asked that this item be separated for discussion, I specifically asked the current Board Chairman (Mathew Schuyler):
“When was the last meeting of Executive Committee held, to conduct University business?”.
Chairman Schuyler responded that the Executive Committee met most recently within the last few weeks.
I wanted that question/response to be placed on record. Because, if held, where are those records?
(important to keep in mind moving forward)
I believe that my comments served to make something crystal clear:
One of two things has transpired. Either such meetings were not held (and have not been held for at least a decade), or such meetings are held – perhaps with regularity - but they are held in such a way to exclude public access (and the involvement of most of the members of the Board) and are not properly recorded.
In either case, these would be stunning examples of irresponsible governance. This is an issue moving forward.
Items 3) and 4) The other two items on the Consent Agenda passed without, to my recollection, any meaningful comments:
– The addition of Tracy Riegel (new appointed Trustee) and Steve Wagman (alumni-elected Trustee) to the Board of the Corporation for Penn State.
- The granting of “Emeriti Trustee” status to former Trustees Kathleen Casey, Dick Dandrea, Barb Doran, and Bill Oldsey. “Emeriti Trustee” status entails a non-voting position – but with certain privileges (including access to attend and engage in discussions at Board meetings). Such status is bestowed upon certain former Trustees, who meet certain requirements, at the discretion of the Board.
Further details on “Emeriti” status, and the Corporation for Penn State, can be found within the PSU BOT Bylaws on the Board website. We will talk about some of those issues in greater detail at another time.
