Penn is changing the structure of its board following the 2023 resignation of president and board chair

The University of Pennsylvania’s board of trustees this month made substantive changes in its statutes, limiting the size of the large body, creating conduct standards, and instituting a formal process for removing a trustee.

The vote was the culmination of a yearlong review following the university’s 2023 leadership upheaval, when both president Liz Magill and board chair Scott L. Bok resigned amid turmoil over the school’s handling of antisemitism complaints. Bok, in his 2025 memoir, addressed the crisis and criticized the unwieldy nature of the board, writing that he was frustrated by “the collapse of confidentiality and breakdown of the board into factions.”

» READ MORE: Former Penn board chair Scott Bok and Former Penn board chair Scott Bok and President Liz Magill discuss the upheaval that led to their resignations

Board chair Ramanan Raghavendran said in a statement that the review and the changes — the first in more than a decade — were part of “a regular revisiting of our governance procedures.”

“One outcome was the creation of the governance committee, which has led the implementation of the statutory changes and reforms to simplify the board’s composition, clarify expectations, and modernize language,” the statement said.

The governance committee, under the updated statutes, replaces the former nominating committee and will be responsible for nominating new trustees. Also, for the first time, the statutes include a removal process: A trustee can be removed for any reason if approved by two-thirds of the governance committee and a majority of the full board, the statutes state. (The long-standing executive committee remains in place as the main leadership body of the board.)

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The board worked with outside consultants, including Richard Chait, a professor education emeritus at Harvard and expert on management and governance of universities. Chait interviewed board members, administrators, and others at Penn.

While the 2023 crisis was a trigger for the review, it didn’t drive most of the changes, said emeritus trustee James S. Riepe, who chaired the board from 1999 to 2009 and was peripherally involved with the statutes review.

When he became chairman, the board also reviewed statutes, he said, and Chait served as a consultant then, too. At that time, the trigger was challenges facing Penn Medicine, he said.

“It’s a refresh that you do,” said Riepe, who is on the governance committee. “It’s an exercise that probably every school should do.”

One of the biggest changes is that emeritus trustees will be more limited in their involvement in meetings. In the past, sometimes a good number of emeritus trustees participated in critical conversations with active trustees, Riepe said. That was true at times during the 2023 crisis.

“It’s already a challenge to work with a large board, and then if you have 10 or 15 additional, that just makes those discussions a little more challenging,” he said. “The challenge is how do you make those meetings more effective for active trustees but still keep access to emeritus trustees. That’s why they remain, but they will not normally attend all the meetings.”

The new statutes also limit the number of emeritus trustees on the board, though incumbents are not counted in the calculation. Emeritus trustees will continue to be nonvoting members, except in the case of the governance committee.

Under the changes, the board also will shrink from about 60 to 44 members, including four trustees appointed by the state. It won’t be that big a difference initially because there were vacancies on the board.

Charles Elson, a corporate governance consultant and founding director of the Weinberg Center for Corporate Governance of the University of Delaware, said it’s a step in the right direction.

“They’re getting the number down,” said Elson, now an executive editor of Directors & Boards magazine. “Forty-four is better than 60-some, but it’s still large for any board.”

It would be better to have a board of 10 to 12 members, similar to Harvard’s, he said.

The new statutes also eliminate certain categories of trustees. Under previous Penn board policy, a member could serve for two five-year terms and then become a charter trustee for another decade or until turning age 70. Charter trustees no longer will exist under the new statutes, though those already in place are grandfathered in. Alumni-appointed trustees also are eliminated, though the new statutes say at least 90% of board members must be alumni.

The alumni trustee provision was put in place before Riepe was chairman of the board because a majority of board members at that time were not alumni. But it’s no longer needed because now almost all trustees are alumni, he said.

The charter trustee designation also had been in place before he was chair to ensure there were some trustees with long institutional knowledge. That is no longer needed because board leadership will be able to call on former trustees for assistance as needed, he said.

During the leadership change in 2023, board members became concerned about leaks to media. Under the new statutes, members annually will have to “acknowledge receipt of, and commitment to comply with” a ”statement of duties and expectations" that define “standards of conduct and performance.”

Riepe said the statement of duties was not in response to what happened in 2023 but rather recommended by the consultants as good policy for a board. The same, he said, is true of the provision on removing a trustee.