UNIVERSITY PARK, Pa. — During a meeting of the Penn State Board of Trustees on July 30, trustees discussed and approved a series of updates to the board’s bylaws by a vote of 27-6, after nearly a year of development.

Matt Schuyler, chair of the board and a member of the governance working group that was tasked with reviewing and proposing bylaw changes, said the updates approved July 30 are needed to modernize the board’s bylaws so they more effectively support the University, today and into the future. The Board of Trustees last amended and restated its bylaws in 2016 and has made additional amendments since then.

The latest changes to the bylaws clarify existing rules, update practices and simplify the language governing how the University’s board operates. The governance working group — comprised of trustees from a broad representation of the board — has been developing recommendations and related governance revisions over the past year. Additionally, the group engaged an external governance expert to ensure current best practices were incorporated into the revisions.

“This group spent 20-plus hours in working sessions from December to July. Countless hours of input were solicited by individual members of the working group from their respective constituency groups across the board,” Schuyler said. “We had a very robust dialogue with differing viewpoints and opinions throughout this entire process, and that’s exactly what you want from a board as it contemplates decisions on how it will govern today and far into the future.”

Work on revisions to the bylaws began in August 2023 after the board’s annual retreat and self-assessment, which was lauded by the Middle States Commission on Higher Education when it reaffirmed Penn State’s accreditation status this month. The Committee on Governance and Long-Range Planning established the working group in November 2023 to develop recommendations for consideration by the standing committee, and the working group provided informational updates to the board on progress during meetings this past February, May and July.  The Committee on Governance and Long-Range Planning held a public meeting on July 24 to deliberate on the proposed changes. On July 30, the committee voted to advance the proposed bylaws, which were adopted by the full board during the same session.

Key changes approved by the board include:

• Creating a code of conduct for members of the board: The approved code of conduct replaces and builds upon what were previously "Expectations of Membership.” The code reflects the fiduciary duty that each trustee has to the University. Penn State already has established code of conduct policies for University employees and students.
• Enhancing processes for joining the board: The new bylaws update the required materials and processes for candidates (except gubernatorial appointees) for the board, including timely registration with the board office; completion of a criminal background check; certification of compliance with the trustee code of conduct; and submission of references, a biography/position statement and a candidate questionnaire to the board office. Under the approved changes, gubernatorial appointees are required to undergo a criminal background check, certify adherence to the code of conduct, complete the candidate questionnaire and participate in an education session before taking office.
• Establishing a nominating subcommittee with responsibility for board composition: The new subcommittee of the Governance Committee will lead the committee’s responsibility for trustee nomination, election and appointment processes. The board revised the minimum number of nominations individual alumni trustee candidates need, lowering the requirement from 250 to 50 nominations to encourage more alumni to run for the board and foster a greater diversity of candidates. The new subcommittee will also determine a candidate’s eligibility to be listed on the ballot, in accordance with a qualification matrix that will be developed by the subcommittee.
• Updates to the trustee conflict of interest disclosure requirements: The updated conflict of interest provisions expand the definition of “family member” to include parents and siblings with respect to renumeration from business transactions and/or accepting direct or indirect benefits. The proposal also clarifies the misuse of information by trustees for personal gain.
• Revisions to the committee structure: The update streamlines board committees and some committee names. The changes are designed to ensure the board can focus on strategic support for and oversight of the University. In a separate vote, the board retained the existing Subcommittee on Risk under the Committee on Audit and Risk, citing the far-reaching impact of the subcommittee’s work to identify, understand and mitigate risks to the institution. The restructured standing committees, which are expected to be in place before the board’s next meeting Sept. 5-6, include:
   
  • Committee on Audit and Risk, including its risk subcommittee
  • Governance Committee, including its nominating subcommittee
  • Committee on Finance and Investment, including its facilities planning subcommittee
  • Committee on Research and Technology
  • Committee on Student Success
  • Equity and Human Resources Committee

Trustee Julie Anna Potts, chair of the Committee on Governance and Long-Range Planning and a member of the working group, said one of the overriding goals in updating the bylaws was to allow the board to continue to effectively and efficiently oversee the institution, and she added the board can make adjustments to the bylaws in the future. Schuyler thanked the board’s members for their collective efforts.

“We fielded hundreds of questions leading up to this point,” Schuyler said. “The engagement and dialogue that occurred with each constituency group of the board regarding today’s proposed changes has really been a great cross-board collaboration, and I want to thank each member for their hard work.”

The working group that developed the proposed changes include trustees Dan Delligatti, Naren Gursahaney, Abe Harpster, David Kleppinger, Anthony Lubrano, Jay Paterno, Nicholas Rowland, Mary Lee Schneider, Matthew Schuyler and Julie Anna Potts.

The updated bylaws can be found on the Board of Trustees website.