Emeritus trustees clarified

[Achowalogan]

Well folks, we not longer have to wonder about Peetz, Surma, Frazier, and their cronies serving as emeritus trustees. The governance committee clarified the issue today limiting emeritus status to those who served "with distinction"

"As a result of telephone meeting on Tuesday, the governance committee (Committee on Governance and Long-Range Planning) will recommend that any trustee who serves at least six years on the board with distinction will be eligible for emeritus membership for a six year term, and that the governance committee will weigh criteria including attendance, participation and offices held when considering possible emeriti members...."

 

[OldTiredLion]

How about those who served with diSTINKion?

 

[PSUMATT85]

Why does it feel like everyone except the Alumni elected trustees are meeting the definition of distinction?

Sadly clear....

 

[kgilbert78]

Why does it feel like everyone except the Alumni elected trustees are meeting the definition of distinction?

Sadly clear....

You were expecting something different??

 

[Fayette_LION]

Well folks, we not longer have to wonder about Peetz, Surma, Frazier, and their cronies serving as emeritus trustees. The governance committee clarified the issue today limiting emeritus status to those who served "with distinction"

"As a result of telephone meeting on Tuesday, the governance committee (Committee on Governance and Long-Range Planning) will recommend that any trustee who serves at least six years on the board with distinction will be eligible for emeritus membership for a six year term, and that the governance committee will weigh criteria including attendance, participation and offices held when considering possible emeriti members...."

 

[Fayette_LION]

That's about as clear as mud. In other words, it's who the gulag squad of the BOT wants.

 

[Tom McAndrew]

Well folks, we not longer have to wonder about Peetz, Surma, Frazier, and their cronies serving as emeritus trustees.

Actually, there was never any mystery about Peetz. From the Standing Order IX:

"Each former Chair of the Board of Trustees and any other Trustee having served 20 years will be entitled to automatic trustee emeritus status."

Peetz was a former Chair, so she will automatically be granted emeritus status. I'm somewhat surprised that she's not shown on the BOT's web site as an emeritus trustee.

As a result of telephone meeting on Tuesday, the governance committee (Committee on Governance and Long-Range Planning) will recommend that any trustee who serves at least six years on the board with distinction will be eligible for emeritus membership for a six year term, and that the governance committee will weigh criteria including attendance, participation and offices held when considering possible emeriti members....

This is was expected; not sure what all the fuss is about. The only question was the number of years.

The current Standing Order IX reads:

"The status of Trustee Emeritus shall be reserved for any living former member of the Board of Trustees who has served as a board member for 12 years or more with distinction. ..."

That worked well when there were no limits to how long a trustee could serve, or when the terms limits were placed at 15 years. However, the ByLaws were changed in 2012/3 (forget which one) to limit any trustee to 12 years. As such, within the next decade, there will be no more trustees eligible for emeritus status by the current wording of the Standing Order except for former Chairs.

In a related matter, I should point out that today is the start of the new terms for trustees. I welcome to the BOT alumni-elected trustee Rob Tribeck. Other new trustees are:

Chris Hoffman - Ag. Society elected
Robert Fenz - B&I trustee
Mary Lee Schneider - B&I trustee
Mathew Schuyler - a newly created At-Large trustee, until 2017
Julie Anna Potts - a newly created At-Large trustee, until 2018
Luke Metaxas - the new student trustee
David Han - the academic trustee
Kay Salvino - the immediate past president of the Alumni Association

Ryan McCombie and Anthony Lubrano are starting their 2nd terms as alumni-elected trustees
Donald Cotner is starting his 2nd term as Ag.Society elected trustee

Ed Hintz, Jr. automatically became an emeritus trustee today, as he served for more than 20 years as a trustee, and his last B&I term ended at the end of yesterday.

Lastly, I should point out 2 other trustees that are continuing as trustees in unusual situations. Kathleen Casey was a Governor Appointed trustee, whose term ended yesterday. At the May meeting of the BOT she was elected to one of the new At-Large postions; the one that ends June 30th, 2016. In addition, Todd Rucci is a Governor Appointed trustee whose term ended yesterday. However, Governor Appointed trustees may continue to serve until their replacement is approved by the PA Senate. Last I checked, Gov. Wolf had not nominated a replacement for Rucci, or for Casey's open seat.

With all the changes, I guess I have to update the pinned post of trustee e-mails. Ugh.

 

[Achowalogan]

Actually, there was never any mystery about Peetz. From the Standing Order IX:

"Each former Chair of the Board of Trustees and any other Trustee having served 20 years will be entitled to automatic trustee emeritus status."

Peetz was a former Chair, so she will automatically be granted emeritus status. I'm somewhat surprised that she's not shown on the BOT's web site as an emeritus trustee.



This is was expected; not sure what all the fuss is about. The only question was the number of years.

The current Standing Order IX reads:

"The status of Trustee Emeritus shall be reserved for any living former member of the Board of Trustees who has served as a board member for 12 years or more with distinction. ..."

That worked well when there were no limits to how long a trustee could serve, or when the terms limits were placed at 15 years. However, the ByLaws were changed in 2012/3 (forget which one) to limit any trustee to 12 years. As such, within the next decade, there will be no more trustees eligible for emeritus status by the current wording of the Standing Order except for former Chairs.

In a related matter, I should point out that today is the start of the new terms for trustees. I welcome to the BOT alumni-elected trustee Rob Tribeck. Other new trustees are:

Chris Hoffman - Ag. Society elected
Robert Fenz - B&I trustee
Mary Lee Schneider - B&I trustee
Mathew Schuyler - a newly created At-Large trustee, until 2017
Julie Anna Potts - a newly created At-Large trustee, until 2018
Luke Metaxas - the new student trustee
David Han - the academic trustee
Kay Salvino - the immediate past president of the Alumni Association

Ryan McCombie and Anthony Lubrano are starting their 2nd terms as alumni-elected trustees
Donald Cotner is starting his 2nd term as Ag.Society elected trustee

Ed Hintz, Jr. automatically became an emeritus trustee today, as he served for more than 20 years as a trustee, and his last B&I term ended at the end of yesterday.

Lastly, I should point out 2 other trustees that are continuing as trustees in unusual situations. Kathleen Casey was a Governor Appointed trustee, whose term ended yesterday. At the May meeting of the BOT she was elected to one of the new At-Large postions; the one that ends June 30th, 2016. In addition, Todd Rucci is a Governor Appointed trustee whose term ended yesterday. However, Governor Appointed trustees may continue to serve until their replacement is approved by the PA Senate. Last I checked, Gov. Wolf had not nominated a replacement for Rucci, or for Casey's open seat.

With all the changes, I guess I have to update the pinned post of trustee e-mails. Ugh.

No fuss, just a feeble attempt to be sarcastic...Peetz totally disregarded "Standing Orders" with respect to the Freeh report...following her lead, I am totally disregarding "Standing Orders" with respect to ever recognizing her as an emeritus trustee

 

[Cruising Route 66]

.Peetz totally disregarded "Standing Orders" with respect to the Freeh report...

Specifically, which standing order(s) did she disregard with respect to the Freeh report?

 

[Achowalogan]

Specifically, which standing order(s) did she disregard with respect to the Freeh report?

Contrary to what the NCAA wants the Court of Common Pleas to believe, Penn State’s Board of Trustees NEVER accepted responsibility for the failures cited in the Freeh Report. ONE Trustee, then-Chairwoman Karen Peetz, did so on her own, in violation of the Board’s Standing Orders against any Trustee speaking on behalf of the Board without authorization by the Board (http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf).* (Kenneth Frazier also affirmed the findings, but not explicitly on Penn State’s behalf.) A simple inspection of the publicly available meeting minutes for July 2012 (http://www.psu.edu/trustees/agenda/minutesjuly2012.html) will prove that the Board NEVER voted to authorize any statement of this nature on its behalf, or that of Penn State.

 

[Cruising Route 66]

Contrary to what the NCAA wants the Court of Common Pleas to believe, Penn State’s Board of Trustees NEVER accepted responsibility for the failures cited in the Freeh Report. ONE Trustee, then-Chairwoman Karen Peetz, did so on her own, in violation of the Board’s Standing Orders against any Trustee speaking on behalf of the Board without authorization by the Board (http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf).* (Kenneth Frazier also affirmed the findings, but not explicitly on Penn State’s behalf.) A simple inspection of the publicly available meeting minutes for July 2012 (http://www.psu.edu/trustees/agenda/minutesjuly2012.html) will prove that the Board NEVER voted to authorize any statement of this nature on its behalf, or that of Penn State.

Maybe I just missed it but I just went through the standing orders you linked and couldn't find any passage that states that the Chairman of the Board is not authorized to speak of behalf of the Board without authorization of the Board. If you can point to the specific standing order and paragraph/sub-paragraph thereunder that conveys that notion, I'd be most appreciative.

I think if you delve into this a little deeper you'll find that the Executive Committee of the Board can meet in executive session and make decisions and formulate official positions on behalf of the Board without full Board approval and communicate them publicly how/when they see fit.

 

[Aoshiro]

I think if you delve into this a little deeper you'll find that the Executive Committee of the Board can meet in executive session and make decisions and formulate official positions on behalf of the Board without full Board approval and communicate them publicly how/when they see fit.

Do please show us where the charter or standing rules permit this. If that's the case, why have a board at all?

 

[Cruising Route 66]

Do please show us where the charter or standing rules permit this. If that's the case, why have a board at all?

I don't have to. Until something is formalized/adopted as part of the charter/bylaws/standing orders that precludes the Executive Committee or its members of certain actions,/they have the right to act as/they see fit in discharging their fiduciary duties. As in any hierarchical organization, rank has its privileges and the Executive committee has theirs.

The Board is necessary for the hiring and oversight of senior administration. It's usually easier and less time consuming to get consensus on an action item from 10 people than it is 30+ and in case you haven't noticed, we don't live in a democracy. .

 

[WeR0206]

I don't have to. Until something is formalized/adopted as part of the charter/bylaws/standing orders that precludes the Executive Committee or its members of certain actions,/they have the right to act as/they see fit in discharging their fiduciary duties. As in any hierarchical organization, rank has its privileges and the Executive committee has theirs.

The Board is necessary for the hiring and oversight of senior administration. It's usually easier and less time consuming to get consensus on an action item from 10 people than it is 30+ and in case you haven't noticed, we don't live in a democracy. .

Wow...so IOW you're claiming the EC of the BOT can do whatever they want whenever they want according to a threshold that they themselves determine...how convenient. How in the world is that good governance?? I'd love to hear an explanation on that one....

Having a SMALLER BOT (not a larger one which your masters crammed through) where EVERYONE is involved in ALL decisions is a much better governance model (less than 25 members). The model you seem to endorse is ripe with opportunity for a cabal to take over which is exactly what happened. Then you try to point to loopholes in the by laws to try and justify your behavior. Its despicable. Maybe if all of PSU's alumni were brain dead you guys could get away with that but unfortunately for you and your masters that isn't the case. There are 10's of thousands of pissed off alumni who have been paying very close attention and we're not going away until justice is served and the cancer is cut out of our beloved school.

 

[PennSt8er]

Maybe I just missed it but I just went through the standing orders you linked and couldn't find any passage that states that the Chairman of the Board is not authorized to speak of behalf of the Board without authorization of the Board. If you can point to the specific standing order and paragraph/sub-paragraph thereunder that conveys that notion, I'd be most appreciative.

I think if you delve into this a little deeper you'll find that the Executive Committee of the Board can meet in executive session and make decisions and formulate official positions on behalf of the Board without full Board approval and communicate them publicly how/when they see fit.

This is a grossly distorted view and is patently wrong and bad practice with regard to a major event costing hundreds of millions to the school.

 

[bjf1984]

I don't have to. Until something is formalized/adopted as part of the charter/bylaws/standing orders that precludes the Executive Committee or its members of certain actions,/they have the right to act as/they see fit in discharging their fiduciary duties. As in any hierarchical organization, rank has its privileges and the Executive committee has theirs.

The Board is necessary for the hiring and oversight of senior administration. It's usually easier and less time consuming to get consensus on an action item from 10 people than it is 30+ and in case you haven't noticed, we don't live in a democracy. .

=

 

[bjf1984]

This is a grossly distorted view and is patently wrong and bad practice with regard to a major event costing hundreds of millions to the school.

Once the Yudichak Reform Bill is enacted (which is still a long journey.....CONTACT your PA Senate and PA House members NOW!!!!), the next order of business needs to be the abolishment of the abortion known as the "Executive Committee".

Its' existence is an affront to all fundamental provisions of proper governance.

Contact Info PA Senate:

http://www.legis.state.pa.us/cfdocs/legis/home/member_information/mbrList.cfm?body=S&sort=alpha


PA House:

http://www.legis.state.pa.us/cfdocs/legis/home/member_information/mbrList.cfm?body=H&sort=alpha


Jake Corman:
Senator Jake Corman
Senate Box 203034
Harrisburg, PA 17120-3034
Room: 350 Main Capitol
(717) 787-1377
FAX: (717) 772-3146

Senator Jake Corman
236 Match Factory Place
Bellefonte, PA 16823
(814) 355-0477
FAX: (814) 355-6046

John Yudichak:
Senator John Yudichak
Senate Box 203014
Harrisburg, PA 17120-3014
Room: 458 Main Capitol
(717) 787-7105
FAX: (717) 783-4141

Senator John Yudichak
164 South Market Street
Nanticoke, PA 18634
(570) 740-2434
FAX: (570) 740-2438

 

[Aoshiro]

I don't have to. Until something is formalized/adopted as part of the charter/bylaws/standing orders that precludes the Executive Committee or its members of certain actions,/they have the right to act as/they see fit in discharging their fiduciary duties. As in any hierarchical organization, rank has its privileges and the Executive committee has theirs.

The Board is necessary for the hiring and oversight of senior administration. It's usually easier and less time consuming to get consensus on an action item from 10 people than it is 30+ and in case you haven't noticed, we don't live in a democracy. .

With aall due respect, you are b@$hit crazy (and wrong).

 

[JmmyW]

Specifically, which standing order(s) did she disregard with respect to the Freeh report?

That's a great question. I hope the following is specific enough.

Karen Peetz violated Standing Order IV.(1)(b) of the standing orders that existed at the time she made her statements on the afternoon of 7/12/2012. In the press conference given the afternoon of the Freeh Report release, then Chairwoman Peetz led her statements with the following:

"The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board.

The interesting thing about the standing order that she violated is that it has since been deleted and no longer exists on the Penn State Board of Trustees website. The standing orders underwent revisions, some small and some not small at all, on May 2011, July 2012, May 2013, and November 2014. It's that latest one that is current and available on the website.

It was the May 2011 revision that Peetz violated. The July 2012 revision was approved the day after she made her statements, but, the relevant clause hadn't been changed. The legal risk caused by her statement couldn't have been predicted early enough to change the applicable clause. That happened in May 2013 when the standard orders underwent a wholesale change. Changing everything made it much easier to hide a change to one clause. The orders were drafted and finalized sometime in the three months following the release of the Paterno Reports of February 2013, and then voted on and approved at the May 3, 2013 board meeting (the record reflects one negative vote from Lubrano). Were university lawyers aware that the Paterno lawsuit was soon to be filed, at the end of May?

The order she violated from the May 2011 revision was:

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.

The Freeh report was specifically contracted by the Special Investigative Task Force, which was just a name given to a "special committee" of the board, thus the Freeh report was a report of a special committee. Karen Peetz, on behalf of the full board (and without their approval or vote), accepted full responsibility for the failures identified by the Freeh report.

At the November 11, 2011 board meeting it was reported from the Executive session that a special committee was created to investigate the failures that occurred. It was the Special Investigative Task Force (SITF) co-chaired by Ken Frazier and Ron Tomalis. The SITF is clearly just a name for a special committee of the board. It was described that way to the full board, as evidenced by comments recorded in the minutes. President Erickson (in his very first remarks as president) and Ken Frazier (in his initial remarks about the creation of the SITF) both referred to the SITF as a "special committee". Even the initial draft of the Freeh engagement letter includes "special committee" throughout the letter. These instances were later revised by hand to clarify the specific name of the special committee as the SITF.

It's clear that Peetz violated that standing order. All special committee reports require approval by the board. It is reasonable to conclude that a verbal acceptance by one member of the board, just a few hours after it became available to the full board for review, does not constitute board approval.


------ Reference links & more
7/12/2012 Remarks by Peetz, starting at the 5:15 mark

Web archive snapshots of Penn State Board website, which includes links to standing orders
http://web.archive.org/web/*/http://www.psu.edu/trustees/charter.html

5/2011 standing orders (archived on 7/1/2012) http://web.archive.org/web/20120319190434/http://www.psu.edu/trustees/pdf/standingorders.pdf

7/13/2012 Board meeting minutes indicating changed standing orders (Peetz's remarks from 7/12/2012 are included in the minutes, with some extra, introductory words) http://www.psu.edu/trustees/pdf/july2012minutesbot.pdf

7/13/2012 standing orders (archived on 11/7/2012)
http://web.archive.org/web/20121107142442/http://www.psu.edu/trustees/pdf/standingorders.pdf

5/3/2013 Board meeting minutes which includes an Appendix (p.67) with the new and just approved standing orders (this happens to be same meeting with the infamous Frazier outburst at Bill Cluck; the minutes indicate William Cluck was scheduled to speak to the proposed changes to the Charter, Bylaws, and Standing Orders.)
http://www.psu.edu/trustees/pdf/may2013minutesbot.pdf

Here is an article from 5/2/2013 discussing the proposed structural changes to the board. They were described as the "most comprehensive change" made to board organization documents in history.
http://onwardstate.com/2013/05/02/board-of-trustees-to-vote-on-structural-changes/

11/2014 standing orders (the most recent version, for completeness) http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf

11/11/2011 board minutes http://www.psu.edu/trustees/pdf/november2011minutesbot.pdf

11/18/2011 Freeh engagement letter http://onwardstate.com/2013/03/11/penn-state-releases-letter-of-engagement-with-freeh/

One remaining question is whether the standing order Peetz violated was deleted when university lawyers recognized a legal risk related to the pending Paterno lawsuit. It could simply be coincidental timing. However, and notwithstanding public relations issues, it's clear Peetz's statements placed the university at a weaker position related to victim lawsuits, with the majority of settlements announced five months later after changing the standing orders, the majority of which settled in October 2013.
http://news.psu.edu/story/293049/2013/10/28/administration/settlements-announced-sandusky-victims

Then again, it should have been easy to predict that the university would be drawn into the Paterno vs. NCAA lawsuit as a nominal defendant. A large crux of recent arguments in that case revolve around the NCAA's assertion that certain university officials "accepted" the Freeh report. See p.11 of the 7/1/2015 Paterno filing. http://co.centre.pa.us/centreco/media/upload/PATERNO VS NCAA PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR JUDGMENT.pdf

Now some might try to argue that as Chairwoman, Peetz could accept responsibility on behalf of the board. The problem with that is what happens when the same argument is applied to then-chairman Masser's comments a year later when he stated that the Freeh report amounted to "speculation"? Would that then mean Peetz's initial acceptance had just been un-accepted?
http://www.usatoday.com/story/news/...n-state-sandusky-sexual-abuse-report/2521703/

 

[Achowalogan]

That's a great question. I hope the following is specific enough.

Karen Peetz violated Standing Order IV.(1)(b) of the standing orders that existed at the time she made her statements on the afternoon of 7/12/2012. In the press conference given the afternoon of the Freeh Report release, then Chairwoman Peetz led her statements with the following:

"The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board.

The interesting thing about the standing order that she violated is that it has since been deleted and no longer exists on the Penn State Board of Trustees website. The standing orders underwent revisions, some small and some not small at all, on May 2011, July 2012, May 2013, and November 2014. It's that latest one that is current and available on the website.

It was the May 2011 revision that Peetz violated. The July 2012 revision was approved the day after she made her statements, but, the relevant clause hadn't been changed. The legal risk caused by her statement couldn't have been predicted early enough to change the applicable clause. That happened in May 2013 when the standard orders underwent a wholesale change. Changing everything made it much easier to hide a change to one clause. The orders were drafted and finalized sometime in the three months following the release of the Paterno Reports of February 2013, and then voted on and approved at the May 3, 2013 board meeting (the record reflects one negative vote from Lubrano). Were university lawyers aware that the Paterno lawsuit was soon to be filed, at the end of May?

The order she violated from the May 2011 revision was:

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.

The Freeh report was specifically contracted by the Special Investigative Task Force, which was just a name given to a "special committee" of the board, thus the Freeh report was a report of a special committee. Karen Peetz, on behalf of the full board (and without their approval or vote), accepted full responsibility for the failures identified by the Freeh report.

At the November 11, 2011 board meeting it was reported from the Executive session that a special committee was created to investigate the failures that occurred. It was the Special Investigative Task Force (SITF) co-chaired by Ken Frazier and Ron Tomalis. The SITF is clearly just a name for a special committee of the board. It was described that way to the full board, as evidenced by comments recorded in the minutes. President Erickson (in his very first remarks as president) and Ken Frazier (in his initial remarks about the creation of the SITF) both referred to the SITF as a "special committee". Even the initial draft of the Freeh engagement letter includes "special committee" throughout the letter. These instances were later revised by hand to clarify the specific name of the special committee as the SITF.

It's clear that Peetz violated that standing order. All special committee reports require approval by the board. It is reasonable to conclude that a verbal acceptance by one member of the board, just a few hours after it became available to the full board for review, does not constitute board approval.


------ Reference links & more
7/12/2012 Remarks by Peetz, starting at the 5:15 mark

View embedded media

Web archive snapshots of Penn State Board website, which includes links to standing orders
http://web.archive.org/web/*/http://www.psu.edu/trustees/charter.html

5/2011 standing orders (archived on 7/1/2012) http://web.archive.org/web/20120319190434/http://www.psu.edu/trustees/pdf/standingorders.pdf

7/13/2012 Board meeting minutes indicating changed standing orders (Peetz's remarks from 7/12/2012 are included in the minutes, with some extra, introductory words) http://www.psu.edu/trustees/pdf/july2012minutesbot.pdf

7/13/2012 standing orders (archived on 11/7/2012)
http://web.archive.org/web/20121107142442/http://www.psu.edu/trustees/pdf/standingorders.pdf

5/3/2013 Board meeting minutes which includes an Appendix (p.67) with the new and just approved standing orders (this happens to be same meeting with the infamous Frazier outburst at Bill Cluck; the minutes indicate William Cluck was scheduled to speak to the proposed changes to the Charter, Bylaws, and Standing Orders.)
http://www.psu.edu/trustees/pdf/may2013minutesbot.pdf

Here is an article from 5/2/2013 discussing the proposed structural changes to the board. They were described as the "most comprehensive change" made to board organization documents in history.
http://onwardstate.com/2013/05/02/board-of-trustees-to-vote-on-structural-changes/

11/2014 standing orders (the most recent version, for completeness) http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf

11/11/2011 board minutes http://www.psu.edu/trustees/pdf/november2011minutesbot.pdf

11/18/2011 Freeh engagement letter http://onwardstate.com/2013/03/11/penn-state-releases-letter-of-engagement-with-freeh/

One remaining question is whether the standing order Peetz violated was deleted when university lawyers recognized a legal risk related to the pending Paterno lawsuit. It could simply be coincidental timing. However, and notwithstanding public relations issues, it's clear Peetz's statements placed the university at a weaker position related to victim lawsuits, with the majority of settlements announced five months later after changing the standing orders, the majority of which settled in October 2013.
http://news.psu.edu/story/293049/2013/10/28/administration/settlements-announced-sandusky-victims

Then again, it should have been easy to predict that the university would be drawn into the Paterno vs. NCAA lawsuit as a nominal defendant. A large crux of recent arguments in that case revolve around the NCAA's assertion that certain university officials "accepted" the Freeh report. See p.11 of the 7/1/2015 Paterno filing. http://co.centre.pa.us/centreco/media/upload/PATERNO VS NCAA PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR JUDGMENT.pdf

Now some might try to argue that as Chairwoman, Peetz could accept responsibility on behalf of the board. The problem with that is what happens when the same argument is applied to then-chairman Masser's comments a year later when he stated that the Freeh report amounted to "speculation"? Would that then mean Peetz's initial acceptance had just been un-accepted?
http://www.usatoday.com/story/news/...n-state-sandusky-sexual-abuse-report/2521703/

Thanks, JmmyW, for clarifying this concern for CR66

 

[Keyser Soze 16801]

Thanks, JmmyW, for clarifying this concern for CR66

Agreed, awesome job

 

[Ten Thousan Marbles]

Specifically, which standing order(s) did she disregard with respect to the Freeh report?

Just remember this: Your demise is entirely of your own making. All good luck runs out. That's what we have here, I guess.

 

[richmin3]

That's a great question. I hope the following is specific enough.

Karen Peetz violated Standing Order IV.(1)(b) of the standing orders that existed at the time she made her statements on the afternoon of 7/12/2012. In the press conference given the afternoon of the Freeh Report release, then Chairwoman Peetz led her statements with the following:

"The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board.

The interesting thing about the standing order that she violated is that it has since been deleted and no longer exists on the Penn State Board of Trustees website. The standing orders underwent revisions, some small and some not small at all, on May 2011, July 2012, May 2013, and November 2014. It's that latest one that is current and available on the website.

It was the May 2011 revision that Peetz violated. The July 2012 revision was approved the day after she made her statements, but, the relevant clause hadn't been changed. The legal risk caused by her statement couldn't have been predicted early enough to change the applicable clause. That happened in May 2013 when the standard orders underwent a wholesale change. Changing everything made it much easier to hide a change to one clause. The orders were drafted and finalized sometime in the three months following the release of the Paterno Reports of February 2013, and then voted on and approved at the May 3, 2013 board meeting (the record reflects one negative vote from Lubrano). Were university lawyers aware that the Paterno lawsuit was soon to be filed, at the end of May?

The order she violated from the May 2011 revision was:

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.

The Freeh report was specifically contracted by the Special Investigative Task Force, which was just a name given to a "special committee" of the board, thus the Freeh report was a report of a special committee. Karen Peetz, on behalf of the full board (and without their approval or vote), accepted full responsibility for the failures identified by the Freeh report.

At the November 11, 2011 board meeting it was reported from the Executive session that a special committee was created to investigate the failures that occurred. It was the Special Investigative Task Force (SITF) co-chaired by Ken Frazier and Ron Tomalis. The SITF is clearly just a name for a special committee of the board. It was described that way to the full board, as evidenced by comments recorded in the minutes. President Erickson (in his very first remarks as president) and Ken Frazier (in his initial remarks about the creation of the SITF) both referred to the SITF as a "special committee". Even the initial draft of the Freeh engagement letter includes "special committee" throughout the letter. These instances were later revised by hand to clarify the specific name of the special committee as the SITF.

It's clear that Peetz violated that standing order. All special committee reports require approval by the board. It is reasonable to conclude that a verbal acceptance by one member of the board, just a few hours after it became available to the full board for review, does not constitute board approval.


------ Reference links & more
7/12/2012 Remarks by Peetz, starting at the 5:15 mark

View embedded media

Web archive snapshots of Penn State Board website, which includes links to standing orders
http://web.archive.org/web/*/http://www.psu.edu/trustees/charter.html

5/2011 standing orders (archived on 7/1/2012) http://web.archive.org/web/20120319190434/http://www.psu.edu/trustees/pdf/standingorders.pdf

7/13/2012 Board meeting minutes indicating changed standing orders (Peetz's remarks from 7/12/2012 are included in the minutes, with some extra, introductory words) http://www.psu.edu/trustees/pdf/july2012minutesbot.pdf

7/13/2012 standing orders (archived on 11/7/2012)
http://web.archive.org/web/20121107142442/http://www.psu.edu/trustees/pdf/standingorders.pdf

5/3/2013 Board meeting minutes which includes an Appendix (p.67) with the new and just approved standing orders (this happens to be same meeting with the infamous Frazier outburst at Bill Cluck; the minutes indicate William Cluck was scheduled to speak to the proposed changes to the Charter, Bylaws, and Standing Orders.)
http://www.psu.edu/trustees/pdf/may2013minutesbot.pdf

Here is an article from 5/2/2013 discussing the proposed structural changes to the board. They were described as the "most comprehensive change" made to board organization documents in history.
http://onwardstate.com/2013/05/02/board-of-trustees-to-vote-on-structural-changes/

11/2014 standing orders (the most recent version, for completeness) http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf

11/11/2011 board minutes http://www.psu.edu/trustees/pdf/november2011minutesbot.pdf

11/18/2011 Freeh engagement letter http://onwardstate.com/2013/03/11/penn-state-releases-letter-of-engagement-with-freeh/

One remaining question is whether the standing order Peetz violated was deleted when university lawyers recognized a legal risk related to the pending Paterno lawsuit. It could simply be coincidental timing. However, and notwithstanding public relations issues, it's clear Peetz's statements placed the university at a weaker position related to victim lawsuits, with the majority of settlements announced five months later after changing the standing orders, the majority of which settled in October 2013.
http://news.psu.edu/story/293049/2013/10/28/administration/settlements-announced-sandusky-victims

Then again, it should have been easy to predict that the university would be drawn into the Paterno vs. NCAA lawsuit as a nominal defendant. A large crux of recent arguments in that case revolve around the NCAA's assertion that certain university officials "accepted" the Freeh report. See p.11 of the 7/1/2015 Paterno filing. http://co.centre.pa.us/centreco/media/upload/PATERNO VS NCAA PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR JUDGMENT.pdf

Now some might try to argue that as Chairwoman, Peetz could accept responsibility on behalf of the board. The problem with that is what happens when the same argument is applied to then-chairman Masser's comments a year later when he stated that the Freeh report amounted to "speculation"? Would that then mean Peetz's initial acceptance had just been un-accepted?
http://www.usatoday.com/story/news/...n-state-sandusky-sexual-abuse-report/2521703/

Ok CR66 You asked for info and now you got it. What do you say now? We're waiting!! Crickets? That what I thought!

 

[kgilbert78]

The reality is that with a board this big, you do need an executive committee. We handle things similarly in our civic association.

The problem is that the Executive committee has almost completely ignored the rest of the board and has taken actions they should not have taken--and/or are unwilling to take responsibility for those actions.

 

[PennSt8er]

That's a great question. I hope the following is specific enough.

Karen Peetz violated Standing Order IV.(1)(b) of the standing orders that existed at the time she made her statements on the afternoon of 7/12/2012. In the press conference given the afternoon of the Freeh Report release, then Chairwoman Peetz led her statements with the following:

"The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board.

The interesting thing about the standing order that she violated is that it has since been deleted and no longer exists on the Penn State Board of Trustees website. The standing orders underwent revisions, some small and some not small at all, on May 2011, July 2012, May 2013, and November 2014. It's that latest one that is current and available on the website.

It was the May 2011 revision that Peetz violated. The July 2012 revision was approved the day after she made her statements, but, the relevant clause hadn't been changed. The legal risk caused by her statement couldn't have been predicted early enough to change the applicable clause. That happened in May 2013 when the standard orders underwent a wholesale change. Changing everything made it much easier to hide a change to one clause. The orders were drafted and finalized sometime in the three months following the release of the Paterno Reports of February 2013, and then voted on and approved at the May 3, 2013 board meeting (the record reflects one negative vote from Lubrano). Were university lawyers aware that the Paterno lawsuit was soon to be filed, at the end of May?

The order she violated from the May 2011 revision was:

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.

The Freeh report was specifically contracted by the Special Investigative Task Force, which was just a name given to a "special committee" of the board, thus the Freeh report was a report of a special committee. Karen Peetz, on behalf of the full board (and without their approval or vote), accepted full responsibility for the failures identified by the Freeh report.

At the November 11, 2011 board meeting it was reported from the Executive session that a special committee was created to investigate the failures that occurred. It was the Special Investigative Task Force (SITF) co-chaired by Ken Frazier and Ron Tomalis. The SITF is clearly just a name for a special committee of the board. It was described that way to the full board, as evidenced by comments recorded in the minutes. President Erickson (in his very first remarks as president) and Ken Frazier (in his initial remarks about the creation of the SITF) both referred to the SITF as a "special committee". Even the initial draft of the Freeh engagement letter includes "special committee" throughout the letter. These instances were later revised by hand to clarify the specific name of the special committee as the SITF.

It's clear that Peetz violated that standing order. All special committee reports require approval by the board. It is reasonable to conclude that a verbal acceptance by one member of the board, just a few hours after it became available to the full board for review, does not constitute board approval.


------ Reference links & more
7/12/2012 Remarks by Peetz, starting at the 5:15 mark

View embedded media

Web archive snapshots of Penn State Board website, which includes links to standing orders
http://web.archive.org/web/*/http://www.psu.edu/trustees/charter.html

5/2011 standing orders (archived on 7/1/2012) http://web.archive.org/web/20120319190434/http://www.psu.edu/trustees/pdf/standingorders.pdf

7/13/2012 Board meeting minutes indicating changed standing orders (Peetz's remarks from 7/12/2012 are included in the minutes, with some extra, introductory words) http://www.psu.edu/trustees/pdf/july2012minutesbot.pdf

7/13/2012 standing orders (archived on 11/7/2012)
http://web.archive.org/web/20121107142442/http://www.psu.edu/trustees/pdf/standingorders.pdf

5/3/2013 Board meeting minutes which includes an Appendix (p.67) with the new and just approved standing orders (this happens to be same meeting with the infamous Frazier outburst at Bill Cluck; the minutes indicate William Cluck was scheduled to speak to the proposed changes to the Charter, Bylaws, and Standing Orders.)
http://www.psu.edu/trustees/pdf/may2013minutesbot.pdf

Here is an article from 5/2/2013 discussing the proposed structural changes to the board. They were described as the "most comprehensive change" made to board organization documents in history.
http://onwardstate.com/2013/05/02/board-of-trustees-to-vote-on-structural-changes/

11/2014 standing orders (the most recent version, for completeness) http://www.psu.edu/trustees/pdf/Standing Orders November 2014.pdf

11/11/2011 board minutes http://www.psu.edu/trustees/pdf/november2011minutesbot.pdf

11/18/2011 Freeh engagement letter http://onwardstate.com/2013/03/11/penn-state-releases-letter-of-engagement-with-freeh/

One remaining question is whether the standing order Peetz violated was deleted when university lawyers recognized a legal risk related to the pending Paterno lawsuit. It could simply be coincidental timing. However, and notwithstanding public relations issues, it's clear Peetz's statements placed the university at a weaker position related to victim lawsuits, with the majority of settlements announced five months later after changing the standing orders, the majority of which settled in October 2013.
http://news.psu.edu/story/293049/2013/10/28/administration/settlements-announced-sandusky-victims

Then again, it should have been easy to predict that the university would be drawn into the Paterno vs. NCAA lawsuit as a nominal defendant. A large crux of recent arguments in that case revolve around the NCAA's assertion that certain university officials "accepted" the Freeh report. See p.11 of the 7/1/2015 Paterno filing. http://co.centre.pa.us/centreco/media/upload/PATERNO VS NCAA PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR JUDGMENT.pdf

Now some might try to argue that as Chairwoman, Peetz could accept responsibility on behalf of the board. The problem with that is what happens when the same argument is applied to then-chairman Masser's comments a year later when he stated that the Freeh report amounted to "speculation"? Would that then mean Peetz's initial acceptance had just been un-accepted?
http://www.usatoday.com/story/news/...n-state-sandusky-sexual-abuse-report/2521703/

I want JmmyW on my expert team. Damn.

 

[Sharkies]

The reality is that with a board this big, you do need an executive committee. We handle things similarly in our civic association.

The problem is not that "the Executive committee has almost completely ignored the rest of the board" -- why? Because that's by design.

Rather, the problem is that we have a board this big, and thus, the fact that we even need an Executive committee.

 

[bjf1984]

The problem is not that "the Executive committee has almost completely ignored the rest of the board" -- why? Because that's by design.

Rather, the problem is that we have a board this big, and thus, the fact that we even need an Executive committee.

Issue #1:

The Operation of the Executive Committee should conform to the goals of providing an expeditious means to conduct extraordinary business in a timely fashion, not to exclude Board members from the deliberation and decision making process.


Operation of the Executive Committee:

According to University BOT Bylaws (Section 3.02): “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”.

While one might see the prudence of planning for the necessity of BOT action – in extraordinary circumstances – in a manner more timely than through the regularly scheduled bi-monthly meetings, it certainly isn’t (or should not be) an excuse to exclude ANY member of the BOT from involvement in the operation and execution of BOT duties.

Again, as per the Bylaws: “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”…..and “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”……and “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 Trustees”.

Given the technological resources available to all Trustees, it is highly likely that the majority of Trustees would typically be available to engage in such meetings, even when the need exists to convene the meetings on short notice. As such, and given the fiduciary benefits of including as many Trustees as possible – especially in times of “extraordinary circumstances” - no Trustees should be summarily excluded from any extraordinary meetings of the Executive Committee. As such, and given that current Bylaws already state that “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 Trustees”, all Trustees should be included in the notifications of such meetings. All Trustees – who are able to join such meetings (either in-person, or through other means of communication) – should be engaged into the process.


Therefore, in accordance with good governance practices, Bylaw 3.02 should be amended as follows (amendments in boldface):

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 the Milton S. Hershey Medical Center (or, if such chair is not a voting member of the Board of Trustees, a member of the Board of Directors of The Milton S. Hershey Medical Center 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 Governance and Long-Range Planning Committee and elected by the Board of Trustees, as maybe 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, and by no fewer than the simple majority of all voting Trustees present – either in person or via other means of communication - at the meeting.

(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 Trustees, including providing notice to all voting members of the Board as expeditiously as possible. To facilitate communications, all Trustees shall provide to the Board of Trustees Director’s office, and that Office shall maintain on file, all contact numbers regularly used by each Trustee.

 

[kgilbert78]

The problem is not that "the Executive committee has almost completely ignored the rest of the board" -- why? Because that's by design.

Rather, the problem is that we have a board this big, and thus, the fact that we even need an Executive committee.

Even with a smaller board, you'd probably need one.

 

[GTACSA]

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.


Peetz "The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Jimmyw "Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board."

One could argue that Peetz did not violate the Standing Order since she did not approve the Report; so your "quite clear conclusion" has at least a bit of gray in it. There were many conclusions in the Freeh Report which were unrelated to BoT governance which was the only issue she referenced.

 

[WeR0206]

ORDER IV. MATTERS REQUIRING APPROVAL OF THE BOARD OF TRUSTEES
(1) Basic University Organization and Policy
(b) All reports of standing or special committees of the University's Board of Trustees.


Peetz "The Board of Trustees as a group that has paramount accountability for overseeing and ensuring the proper functioning and governance of the university accepts full responsibility for the failures that occurred."

Jimmyw "Quite clearly she is accepting the conclusions in the Freeh Report on behalf of the full board."

One could argue that Peetz did not violate the Standing Order since she did not approve the Report; so your "quite clear conclusion" has at least a bit of gray in it. There were many conclusions in the Freeh Report which were unrelated to BoT governance which was the only issue she referenced.

Not according to the NCAA. They clearly claim PSU BOT accepted the freeh report. Thats the problem with Peetz/freehs statements. They contain ambiguity but were used by parties to issue massive fines/penalties/sanctions/civil suits. The legal system will get to the botton of this bullshit.

The finger pointing has already begun and it will be interesting to see who gets thrown under the bus between freeh, ncaa (emmert/ray), peetz, erickson, frazier, tomalis, etc.

 

[Keyser Soze 16801]

Not according to the NCAA. They clearly claim PSU BOT accepted the freeh report. .

Yep, and by signing the consent decree, Erickson affirmed the NCAA's contention. A person who claims that the powers that be did not accept the Freeh conclusions is the same sort of person that would claim that "it depends on what your definition of 'is' is"

 

[simons96]

is CaRnes66 curled up in a corner in the fetal position after getting worked over by JimmyW??

 

[chrisrn1965]

is CaRnes66 curled up in a corner in the fetal position after getting worked over by JimmyW??

Apparently. Crickets from him on this thread since Jimmy W schooled him.

 

[Cruising Route 66]

It's clear that Peetz violated that standing order. All special committee reports require approval by the board. It is reasonable to conclude that a verbal acceptance by one member of the board, just a few hours after it became available to the full board for review, does not constitute board approval.

Cudo's to you Jim for putting in a lot of work and thought into the question.

I'ts clear that a special committee was created and did exist for the sole purpose of identifying and hiring a special investigator and to monitor the investigator's progress. No argument here. However, it can be argued that FSS's report was not a formal report authored by the special committee giving the committee's opinion and/or recommendation for some Board action, but instead was a third party informational report which IMO is not subject to the standing order and for what it was designed for. The special committee acted as nothing more than a mere pass through vehicle for third party information which IMO gave Peetz the right to act without full Board approval.

 

[Cruising Route 66]

is CaRnes66 curled up in a corner in the fetal position after getting worked over by JimmyW??

Apparently. Crickets from him on this thread since Jimmy W schooled him.

Ha! Try again boys. And keep fishing 96. LOL!

 

[bjf1984]

Cudo's to you Jim for putting in a lot of work and thought into the question.

I'ts clear that a special committee was created and did exist for the sole purpose of identifying and hiring a special investigator and to monitor the investigator's progress. No argument here. However, it can be argued that FSS's report was not a formal report authored by the special committee giving the committee's opinion and/or recommendation for some Board action, but instead was a third party informational report which IMO is not subject to the standing order and for what it was designed for. The special committee acted as nothing more than a mere pass through vehicle for third party information which IMO gave Peetz the right to act without full Board approval.

To paraphrase:

 

[Cruising Route 66]

To paraphrase:

I like when you respond like this. Tells me you know I'm right and you're concerned.

 

[ralpieE]

I like when you respond like this. Tells me you know I'm right and you're concerned.

Don't take the bait.

 

[Zenophile]

However, it can be argued that FSS's report was not a formal report authored by the special committee giving the committee's opinion and/or recommendation for some Board action, but instead was a third party informational report which IMO is not subject to the standing order and for what it was designed for. The special committee acted as nothing more than a mere pass through vehicle for third party information which IMO gave Peetz the right to act without full Board approval.

Which simply means the Freeh-NCAA ruse was fully premeditated by the cabal. Better hope someone stops discovery.

 

[wensilver]

Cudo's to you Jim for putting in a lot of work and thought into the question.

I'ts clear that a special committee was created and did exist for the sole purpose of identifying and hiring a special investigator and to monitor the investigator's progress. No argument here. However, it can be argued that FSS's report was not a formal report authored by the special committee giving the committee's opinion and/or recommendation for some Board action, but instead was a third party informational report which IMO is not subject to the standing order and for what it was designed for. The special committee acted as nothing more than a mere pass through vehicle for third party information which IMO gave Peetz the right to act without full Board approval.

Hmm. Then if this was simply a "third party" informational report - why allow a nationally televised press conference?
Why not simply give the Trustees this "third party" informational report - let the Board fully read it, fully digest it & fully discuss the contents among themselves and then do a soft release of the report on the PSU Progress website?

Freeh was not acting as such a quaint, mild mannered "third party" as you put it when he decided to launch his airstrike against Penn State, 4 of her principals, the football program, the Lettermen and the Penn State community at large - by using an army of satellite trucks out on 17th street that reached up to and around onto Market Street.

We all know Louis Freeh used Twitter and the national media in that room that day to do the Trustees dirty work for them. We all know that not a single Trustee had time to even crack open that report before the damage was done.

CR66 - I've already scraped off this "pass thru" material you're selling from off my trailer floor mats and the wash stall today.