My comments from the Penn State Board of Trustees Meeting September 8th, 2023
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My comments from the Penn State Board of Trustees Meeting September 8th, 2023
The last records we have of an Executive Committee meeting was when they fired Joe Paterno.
The Penn State Board of Trustees met Friday, September 8, 2023 at the University Park campus of Penn State University. The meeting included five action items. Read the full published agenda here, and supporting materials here. The supporting materials include the names of those referenced in the appointment votes, below.
As a service to alumni and the public who were unable to access the live broadcast of the meeting, the following is an excerpt of the comments I prepared and the vote results for each action item. When the video of the meeting is released I will post a link to it on my website, https://barryfenchak.com. I encourage you to watch it in its entirety.
There were 32 out of 36 voting trustees in attendance, either in person or online. Those not in attendance were Ali Krieger (Alumni trustee); PA Secretary of Agriculture Russell Redding; Terry Pegula and Dan Onorato (Governor appointed trustees).
Action Item 1: Proposed Election of Directors of the Corporation for Penn State.
The Corporation for Penn State is an entity that oversees several Penn State related operations like real estate (Penn State Research Park), Penn College of Technology, various health care operations, etc. The 2022 IRS Form 990, which contains other information on the various holdings, can be found here.
The Corporation for Penn State has its own Board, the members of which are appointed by the Penn State Board of Trustees. Several of the Corporation members are also Penn State Board trustees, or administrators. This vote was to approve of the appointment of those members.
Vote – Yea: 32 Nay: 0
Action Item 2: Proposed Appointment of Non-University Employees to the Penn State Investment Council.
The Penn State Board of Trustees has oversight of the university endowment. The Penn State Investment Council is a separate group, charged with intermediary oversight of those investments. It includes at least three trustees and allows for emeriti trustees to serve as delegates to the Council. This item was to approve of the appointment of members of the Investment Council, including Emeritus Trustee Barbara Doran, in lieu of a voting member of the Board.
Comment:
I have voted against the previous amendments to the Bylaws, which established the composition of this council, because I oppose use of emeriti trustees who have no vote, as opposed to qualified voting members of the Board. If we voted separately on each member, I would have voted NO to Barbara Doran’s inclusion, but the vote was a ‘single-shot’ for the entire group. See additional related comments regarding emeriti trustees under Action Item 5.
Vote – Yea: 32 Nay: 0
Action Item 3: Request for Fiscal Year 2024-2025 Appropriations for Operations.
This is the annual State Appropriation Request for fiscal year 2024-2025 in the amount of $483 million dollars.
Vote – Yea: 32 Nay: 0
Action Item 4: Election of At-Large Member to the Executive Committee
(See Note 1 at the bottom for the full text of this bylaw article)
My comments:
“Over the last ten plus years, there have been well over 400 documented meetings of the Board of Trustees, or of committees and subcommittees of the Board.
“On the other hand, there has not been a documented meeting of the Executive Committee in nearly 12 years.*
“Which leads to the question—why?
“One might reasonably suppose that no substantive meetings of the Executive Committee have been held in over a decade. Which, if true, would indicate that the existence of such a committee is abjectly superfluous.
“On the other hand, one could suppose that substantive meetings had been held—with no announcements, no published agendas, and no minutes or documentation of any type provided either to the stakeholders or to the members of the Board—which would be far worse than superfluous.
“In either event, actions to further buttress or confirm such a committee, under such circumstances, would be incongruent with responsible or ‘best practice’ governance.”
For those reasons, I voted NO.
Vote – Yea: 31 Nay: 1 (Fenchak)
Agenda Item 5: Proposed Approval of Granting of Trustee Emeritus Status.
After having served six or more years on the Board, trustees are eligible to be approved as emeriti trustees. Emeriti trustees have no voting rights but are often included in meetings and other discussions among the Board.
Comment:
Emeriti trustees have also been placed on various committees and governing boards within the University (such as the Investment Council, see Action Item 2). I voted against all proposed emeriti trustee recommendations, as I believe the process, especially as currently utilized, is incongruent best practices of university governance.
I agree with Trustee Lubrano’s public comment for the same reasons.
For this reason, I voted NO.
Vote – Yea: 30 Nay: 2 (Fenchak, Lubrano)
*The last documented meeting of the Executive Committee was December 2, 2011, when they authorized the firing of Joe Paterno. Since then, there have been no agendas published, nor any minutes or records of any Executive Committee meetings.
Note 1: Penn State Bylaws
Section 3.02 Executive Committee.
The executive committee shall have thirteen (13) members, all of whom shall be voting members. The executive committee shall be composed of the Chair of the Board of Trustees (who shall also be the chair of the executive committee), the Vice Chair of the Board of Trustees, the Chairs of the standing committees, the Chair of the Board of Directors of Penn State Health (or, if such chair is not a voting member of the Board of Trustees, a member of the Board of Directors of Penn State Health who is also a voting member of the Board of Trustees), the immediate past Chair of the Board of Trustees and such number of at-large members, nominated by the committee on governance and long-range planning and elected by the Board of Trustees, as may be necessary to have an executive committee of thirteen (13) members. In addition, the President of the University shall be an ex officio non voting member of the executive committee.
(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.
(b) Meetings of the Executive Committee: Meetings of the executive committee may be called by the Chair of the Board of Trustees or by any three (3) members of the executive committee. No action may be taken by the executive committee without the affirmative vote of at least seven (7) members of the executive committee.
(c) Place of Meetings of the Executive Committee: All meetings of the executive committee shall be held at the executive offices of the University unless otherwise ordered by the Chair of the executive committee.
(d) Notice of Meetings of the Executive Committee: Notice of the time and place of all meetings of the executive committee shall be given in the same manner as for meetings of the Board of Trustee.
As a member of the Penn State Board of Trustees, I will from time to time be made aware of certain confidential information. I will also engage with Trustees and administrators in private, off-the-record conversations, with the expectation of privacy on both parties. I take these expectations seriously, as they are required in order to catalyze important discussions.As a fiduciary, it is also important that I engage in conversations with all stakeholders of the University. Stakeholders like you. Discussions will involve publicly available information and issues before the Board, as well as my personal thoughts, concerns, and ideas. I also will continue to solicit your thoughts, concerns, and ideas, and plan to engage in meaningful conversations with you on those topics. I hope that you will continue to share your concerns and ideas with me.
You can contact me via my website, barryfenchak.com.
My comments from the Penn State Board of Trustees Meeting September 8th, 2023
Thank you for giving visibility to the otherwise invisible and for your good summaries of what happens in these meetings. Thanks for being a voice for and vote of integrity.