tag:blogger.com,1999:blog-5799844244210823668.post4527714923801786323..comments2023-07-03T09:09:09.228-04:00Comments on Monitoring University Governance: Report of the Special Committee on University Governance: Improving the Governance of Penn State, Revising the Structure of its Board of Trustees, and Furthering the Academic Mission of the University: Report and RecommendationsLarry Catá Backerhttp://www.blogger.com/profile/06545101367530775497noreply@blogger.comBlogger2125tag:blogger.com,1999:blog-5799844244210823668.post-82693612202713122812013-03-14T20:14:42.080-04:002013-03-14T20:14:42.080-04:00Thanks for posting the link to the full SCUG repor...Thanks for posting the link to the full SCUG report (have referred to it on several occasions). <br /><br />Cheers,<br />Scott Kimler '83<br /><br />Exec Comm PSU-ReBOT.org<br />Trustee Candidate #39 (Last on the Ballot, First for Penn State)stkhttps://www.blogger.com/profile/01245575073280807741noreply@blogger.comtag:blogger.com,1999:blog-5799844244210823668.post-1631889731673495292013-02-25T14:20:08.584-05:002013-02-25T14:20:08.584-05:00Dear Chair Backer:
I just read the Special Commit...Dear Chair Backer:<br /><br />I just read the Special Committee Report on Governance with great interest and thought that I would share some observations:<br /><br />(1) On the governor becoming a nonvoting member: A few months ago, in preparation of a paper on the topic, I looked into whether nonvoting board members would have reduced (or no) fiduciary responsibilities toward the institutions at which they serve. Under fiduciary law, it appears that the answer is negative, although case law is scarce on the particular issue. Nonetheless, corporate law clearly prohibits the reduction of fiduciary responsibilities of any of the trustees via organizational documents. Accordingly, the proposition by the Auditor General (page 25) to transform the governor's role on the board to a non-voting member in order to address the inherent conflicts of interest would not really address the root of the problem. Only complete removal would.<br /><br />(2) Since state statute (24 P.S. § 2533) requires the governor, the president of the University, and others to serve as ex officio trustees, one wonders whether private corporate bylaws can reduce the ex officios' powers by making them nonvoting trustees. My sense is that public law would trump private law here. Accordingly, unless the relevant statute is amended and clearly marks the governor as a nonvoting member, the bylaws cannot legally be amended to reduce the ex officio board members' powers. HOWEVER, Temple appears to have gotten away with it: 24 P.S. § 2510-4 states that Temple's Board "shall consist of thirty-six VOTING members [emphasis mine], together with the Governor of the State, the Superintendent of the Department of Public Instruction, and the Mayor of the City of Philadelphia, all of whom shall be members of the board of trustees, ex officio." But Temple's Bylaws (art. 4, sec.1) read: "the Governor of the Commonwealth of Pennsylvania, the Secretary of Education of the Commonwealth of Pennsylvania, and the Mayor of the City of Philadelphia...shall be NON-VOTING, Ex-Officio Trustees" (emphasis added). In summary, statute does not designate the ex officios as nonvoting, but the bylaws do.<br /><br />(3) A minor point: page 25 notes that Penn State is the only state-related university in Pennsylvania at which the Governor serves as a voting member. Lincoln is another one.<br /><br />(4) It is often forgotten that Penn State is a private, state-aided corporation with certain, but not full, public characteristics. While it is an instrumentality of the state, courts have emphasized the entity's private characters time and again. In Isaacs v. Bd. of Trs. of Temple Univ., for instance, the court noted how Penn State and Temple are "private in corporate identity" but are "invested with a quasi-public character and charged with certain public responsibilities, obligations and commitment." Similarly, in Pennsylvania State Univ. v. Derry Twp. Sch. Dist, the PA Supreme Court noted that Penn State's "board of trustees...is not governmental in nature. It is composed of thirty-two members, only ten of whom are public officials." <br /><br />Regards, SalarSalar Ghahramanihttp://www.personal.psu.edu/sxg196/index.htmnoreply@blogger.com