Penn State trustees to vote on sweeping changes

Pennsylvania State University's board of trustees is poised to vote Friday on what may be the most comprehensive changes to its bylaws and governing structure in the school's history.

A committee of board members endorsed the changes, months in the making, at a meeting Thursday afternoon at the university's main campus in State College.

The changes broaden a conflict-of-interest provision, eliminate the university president and governor as voting members, set term limits for all members, and alter other aspects of the bylaws and policies.

The university continues to strive to tighten its procedures in the wake of the child sex-abuse scandal involving former assistant football coach Jerry Sandusky, now in prison. The board remains under fire for failing to more closely monitor the administration before the scandal broke and for decisions it made in coping with the fallout, including firing Joe Paterno as head coach and accepting sweeping sanctions against the football program by the NCAA.

"This is the most comprehensive review and change to the organizational documents that I've found in the historical record," said Frank Guadagnino, outside counsel to the university.

Under the proposal, the university president and the governor would no longer be voting members of the 32-member board but would still serve on it. The president also would no longer serve as board secretary; administrator Tom Poole has been appointed to that role.

Trustees would be prohibited from becoming employed by the university within five years of their service, with limited exceptions. Such a provision could have prevented David Joyner, who had been a trustee, from being appointed athletic director. Joyner got the appointment in the wake of the suspension in 2011 of Tim Curley, who faces perjury and other charges in relation to the scandal.

"You'd have to really justify an exception," Guadagnino said.

The conflict-of-interest provision was broadened to include other issues besides financial conflicts, Guadagnino said. Family relationships and employment relationships are among the areas that would have to be considered and disclosed, he said.

All trustees, including those appointed by the governor, will be subject to a 12-year term limit. The vice chair no longer will be exempt from that provision even if the 12 years expire during the vice chair term. The chair will continue to have the exemption.

Also, the waiting period for an employee to become a trustee has been extended from three to five years.

The changes also include a provision for the board to remove a trustee for breach of fiduciary duty.

"It's critical that we recognize we are moving ahead with significant change today," said Keith Eckel, who earlier in the afternoon learned he had been reappointed to his trustee seat by the agricultural societies.

The other agricultural seat went to M. Abraham Harpster. The board is expected to announce the winners of three open alumni seats on the board and a new business and industry board appointee at Friday's meeting, which begins at 1:30 p.m.