Membership Selection

The names of trustees currently serving on the Board are included on the Membership List online. The terms of all regularly elected or appointed trustees begin on July 1 of the year of election or appointment.

Penn State's 38-member Board of Trustees is composed of the following: Five trustees serve in an ex officio capacity by virtue of their position within the University or the Commonwealth of Pennsylvania. They are the President of the University (non-voting); the Governor of the Commonwealth (non-voting); and the state secretaries of the departments of Agriculture; Education; and Conservation and Natural Resources. Six trustees are appointed by the Governor; nine trustees are elected by alumni; six are elected by organized agricultural societies within the Commonwealth; six are elected by the Board of Trustees representing business and industry endeavors. Additionally, one student trustee, one academic trustee, the past president of the Penn State Alumni Association and three at-large trustees are also members of the Board.

The Charter, Bylaws, and Standing Orders of the University provide for the selection or election of trustees. Specific information relating to governance responsibilities can be found below.

Current Board Membership
Charter: Number of Trustees
Charter: Membership of the Board
Charter: Qualifications of Electors
Charter: Rules and Regulations, Time of Election, Notice of Election, Place of Election, Judges Election and Terms of Trustees
Bylaws: Trustees - Number, Election and Term of Office
Bylaws: Trustees – Qualification for Membership
Standing Orders: Procedures for the Election of Trustees by Alumni
Standing Orders: Procedures for the Election of Business and Industry Trustees
Standing Orders: Procedures for the Election of Trustees by Agricultural Delegates
Standing Orders: Procedures for the Election of the Student Trustee
Standing Orders: Procedures for the Election of the Academic Trustee
Standing Orders: Procedures for the Election of At-Large Trustees
Standing Orders: Governance of the University

Members of the Board of Trustees

(as of October 17, 2018)

The year in which the Trustees terms will expire are given in parentheses. Gubernatorial appointees serve until their successors have been appointed and confirmed.
*Trustees whose terms expire this year.

Ex Officio:
Eric J. Barron, President of the University (non-voting member)
Thomas W. Wolf, Governor of the Commonwealth (non-voting member)
Cynthia A. Dunn, Secretary of Department of Conservation and Natural Resources
Russell C. Redding, Secretary of Agriculture
Pedro A. Rivera, Secretary of Education

Governor's Non-voting Representative:
William S. Shipley, III

Appointed by the Governor:
Abraham Amoros (2021)
Daniel J. Delligatti (2020)
J. Alex Hartzler (2019)
David M. Kleppinger (2019)
Terrence M. Pegula (2021)
Stanley I. Rapp (2020)

Elected by the Alumni:
*Edward “Ted” B. Brown, III (2019)
*Barbara L. Doran (2019)
Robert C. Jubelirer (2020)
*William F. Oldsey (2019)
Joseph "Jay" V. Paterno (2020)
Alice W. Pope (2020)
Brandon D. Short (2021)
Laurie A. Stanell (2021)
Robert J. Tribeck (2021)

Elected by Delegates from Agricultural Societies:
Donald G. Cotner (2021)
*Valerie L. Detwiler (2019)
Lynn A. Dietrich (2020)
*M. Abraham Harpster (2019)
Chris R. Hoffman (2021)
Keith E. Masser (2020)

Elected by the Board representing Business and Industry:
Mark H. Dambly (2020)
*Richard K. Dandrea (2019)
Robert E. Fenza (2021)
*Ira M. Lubert (2019)
Walter C. Rakowich (2020)
Mary Lee Schneider (2021)

Elected by Board ~ At-Large:
*Kathleen L. Casey (2019)
Julie Anna Potts (2021)
Matthew W. Schuyler (2020)

Student Trustee:
*Michael C. Hoeschele (2019)

Academic Trustee:
David C. Han (2021)

Immediate Past President, Alumni Association:
*Kevin R. Steele (2019)

CHARTER

Excerpts -pages C-2 through C-5

NUMBER OF TRUSTEES

The number of trustees of said institution shall be fixed at thirty-eight. (Act of February 22, 1855, P.L. 46, sec. 3, 24 Purd. Comp. Stat. sec. 2533; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Decree of the Court of Common Pleas of Centre County, July 19, 1951, No. 218, February Term, 1951; Resolution of the Board of Trustees, November 14, 2014)

MEMBERSHIP OF THE BOARD

Ex Officio Members: The Secretary of Education, the Secretary of Agriculture and the Secretary of Conservation and Natural Resources of the Commonwealth shall be ex officio voting members of the Board and the President of The Pennsylvania State University and the Governor of the Commonwealth shall be ex officio non-voting members of the Board. (Act of February 22, 1855, P.L. 46, sec. 3, 24 Purd.Comp. Stat. sec. 2533; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Act of June 2, 1893, P.L. 272, sec. 1; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Decree of the Court of Common Pleas of Centre County, July 19, 1951, No. 218, February Term, 1951; Resolution of the Board of Trustees, May 3, 2013)
Members Appointed by the Governor: Six trustees shall be appointed by the Governor of the Commonwealth. (Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925)
Members Elected by the Alumni: A total of nine trustees shall be elected by alumni and former students of the University. (Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Resolution of the Board of Trustees, November 14, 2014)
Members Elected by Agricultural Organizations: Six trustees, who shall be members of and represent organized agricultural societies and associations of the Commonwealth (“Agricultural Organizations”), shall be elected by three delegates from each county in the Commonwealth representing such Agricultural Organizations. (Act of February 22, 1855, P.L. 46, sec. 5, 24 Purd. Comp. Stat. sec. 2535; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Decree of the Court of Common Pleas of Centre County, July 19, 1951, No. 218, February Term, 1951; Resolution of the Board of Trustees, November 14, 2014)
Members Elected Representing Business and Industry: Six trustees representing business and industry endeavors shall be elected by the Board of Trustees. (Resolution of the Board of Trustees, November 22, 2002; Resolution of the Board of Trustees, November 14, 2014)
Member Elected Representing the Student Body. In May 2015 and bi-annually thereafter, a trustee representing the student body shall be elected by the Board of Trustees. (Resolution of the Board of Trustees, November 14, 2014)
Member Elected Representing the Faculty. In May 2015 and every three years thereafter, a trustee representing the faculty of the University shall be elected by the Board of Trustees. (Resolution of the Board of Trustees, November 14, 2014)
Member representing the Penn State Alumni Association. Commencing July 1, 2015, and bi-annually thereafter, the immediate past president of the Penn State Alumni Association shall be an ex officio member of the Board of Trustees. (Resolution of the Board of Trustees, November 14, 2014)
Members Elected by the Board of Trustees. In May 2015 three at-large trustees shall be elected by the Board of Trustees. Thereafter, one at-large trustee shall be elected annually by the Board of Trustees. (Resolution of the Board of Trustees, November 14, 2014)

QUALIFICATIONS OF ELECTORS

Alumni
1. All graduates who have received a first or bachelor’s degree or an advanced degree from the University, and former students (limited to those persons who have satisfactorily passed one semester’s or two terms’ work, or more, in any University program which requires two years, or more, for completion and which results in a degree) shall be eligible to vote for alumni trustees, at the election next following the year of their graduation or the year following that in which they were no longer in attendance at the University, subject, however, to the procedure next stated. (Decree of the Court of Common Pleas of Centre County, April 25, 1892, No. 166, April Term, 1892; Decree of the Court of Common Pleas of Centre County, February 28, 1958, No. 211, February Term, 1958; Decree of the Court of Common Pleas of Centre County, No. 192, October Term, 1962; Resolution of the Board of Trustees, March 7, 2014)
2. Procedure in Conducting Nominations and Elections: Ballots for the nomination and election of alumni to the Board of Trustees of the University shall be sent electronically to:
  1. Electors (qualified as above set forth) who have a valid email address on file in the University's alumni records as of the date of distribution of such ballots, and
  2. Electors who make individual request, in writing to the University, that such ballots be furnished to them. (Decree of the Court of Common Pleas of Centre County, February 28, 1958, No. 211, February Term, 1958; Resolution of the Board of Trustees, May 3, 2013; Resolution of the Board of Trustees, March 7, 2014; Resolution of the Board of Trustees, November 14, 2014)
Agricultural Organizations: In case more than one Agricultural Organization from a county shall elect delegates, then the delegates from such county shall select three from their number who shall represent such county. No individual may represent an Agricultural Organization as a delegate unless such person is a member in good standing of such Agricultural Organization. (Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Resolution of the Board of Trustees, November 14, 2014)
Agricultural Organizations to Be Organized Twelve Months: No Agricultural Organization shall be entitled to send delegates unless such Agricultural Organization has at least fifteen (15) members and has been regularly organized and in existence at least twelve (12) months preceding the time of the election of trustees. (Act of February 22, 1855, P.L. 46, sec. 5, 24 Purd. Comp. Stat. sec. 2535; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Resolution of the Board of Trustees, November 14, 2014)

RULES AND REGULATIONS

The Board of Trustees is hereby authorized and empowered to make and alter, from time to time, such rules and regulations for the election of members thereof as it shall deem necessary and expedient. (Resolution of the Board of Trustees, November 14, 2014)

TIME OF ELECTION

The election of trustees shall be held annually, by ballot, in manner as provided by the Board of Trustees, on such day and hour during Commencement week and on such day previous to the day for the final public exercises of Commencement as from time to time shall be determined by the Board of Trustees. (Act of February 22, 1855, P.L. 46, sec. 5, 24 Purd. Comp. Stat. sec. 2535; Decree of the Court of Common Pleas of Centre County, January 26, 1874, No. 238, November Term, 1873; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, April 25, 1892, No. 166, April Term, 1892; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925)

NOTICE OF ELECTION

Notice of such date for the election of trustees and of the meeting or meetings to be held for such purpose shall be provided by the Secretary of the Board of Trustees at least sixty days prior to the date of said election to (a) the qualified electors described in Section (1)(b) under “QUALIFICATIONS OF ELECTORS” above, and (b) the societies and associations hereinbefore named shall be sent by the Secretary of the Board of Trustees at least sixty days prior to the date of said election to such agricultural societies or associations as appeared eligible at the next preceding annual election. Such notice shall be also similarly given at least sixty days prior to the date of said election for the election of business and industry trustees. Notice shall also be posted on the University’s website at least sixty days prior to the election. (Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Resolution of the Board of Trustees, May 3, 2013)

PLACE OF ELECTION

All elections shall be held at the institution by so many of the electors and alumni above mentioned as shall be present at the regular time for holding elections, under the direction of the Board of Trustees and by ballot, as now provided by law. (Act of February 22, 1855, P.L. 46, sec. 5, 24 Purd. Comp. Stat. sec. 2535; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875)

JUDGES OF ELECTION

It shall be the duty of said Board of Trustees to appoint two of their number as judges to hold such election, to receive and count the votes, and return the same to the Board of Trustees with their certificate of the number of votes cast, and for whom, whereupon the said Board shall determine who have received the highest number of votes and who are thereby elected. (Act of February 22, 1855, P.L. 46. sec. 5, 24 Purd. Comp. Stat. sec. 2535)

TERM OF TRUSTEES

Except as set forth below, the term of the trustees appointed and elected as aforesaid shall be three years; two of whom shall be appointed by the Governor annually; three of whom shall be elected annually by the alumni of the University; two of whom shall be elected annually by the delegates representing the agricultural societies and associations, two of whom shall be elected annually representing business and industry and one of whom shall be elected annually at large; all of whose terms of office shall begin on the first day of July following their appointment or election, as the case may be. The trustee elected to represent the student body and the trustee who serves ex officio as the immediate past President of the Penn State Alumni Association shall each have a two year term; provided, however, that if the trustee elected to represent the student body ceases to meet all of the criteria set forth in the University’s Bylaws, such trustee’s term shall expire on the date that such trustee no longer meets such criteria. The three at-large trustees elected in May 2015 shall be elected for staggered terms of one, two and three years, respectively. (Act of February 22, 1855, P.L. 46, sec. 5, 24 Purd. Comp. Stat. sec. 2535; Decree of the Court of Common Pleas of Centre County, November 22, 1875, No. 235, November Term, 1875; Decree of the Court of Common Pleas of Centre County, April 25, 1892, No. 166, April Term, 1892; Decree of the Court of Common Pleas of Centre County, June 15, 1915, No. 162, May Term, 1915; Decree of the Court of Common Pleas of Centre County, February 23, 1925, No. 130, February Term, 1925; Decree of the Court of Common Pleas of Centre County, July 19, 1951, No. 218, February Term, 1951; Resolution of the Board of Trustees, November 14, 2014)

BYLAWS

2.01 and 2.02

TRUSTEES

Section 2.01 Number, Election and Term of Office. The affairs of the University shall be managed by a Board of Trustees.

The number of Trustees which shall constitute the full Board of Trustees shall be fixed at thirty-eight (38), as set forth herein.
1. Ex Officio Voting Members. The Secretary of Education, the Secretary of Agriculture and the Secretary of Conservation and Natural Resources shall be ex officio voting members of the Board of Trustees.
2. Ex-Officio Non-Voting Members. The Governor of the Commonwealth of Pennsylvania and the President of the University shall be ex-officio non-voting members of the Board of Trustees.
3. Members Appointed by the Governor. Six Trustees shall be appointed by the Governor of the Commonwealth of Pennsylvania.
4. Members Elected by the Alumni. Nine Trustees shall be elected by the alumni and former students of the University.
5. Members Elected by Agricultural Organizations. Six Trustees, who shall be members of and represent organized agricultural societies and associations, shall be elected by three delegates from each county in the Commonwealth representing organized agricultural societies or associations of the said county.
6. Members Elected Representing Business and Industry. Six trustees representing business and industry endeavors shall be elected by the Board of Trustees.
7. A Member Elected Representing the Student Body. In May 2015 and bi-annually thereafter, a trustee representing the student body (the “Student Trustee”) shall be elected by the Board of Trustees.
8. A Member Elected Representing the Faculty. In May 2015 and every three years thereafter, a trustee representing the faculty shall be elected by the Board of Trustees.
9. A Member Representing the Penn State Alumni Association. Commencing July 1, 2015, and bi-annually thereafter, the immediate past President of the Penn State Alumni Association shall become an ex officio voting member of the Board of Trustees.
10. At-Large Members Elected by the Board of Trustees. In May 2015 three at-large members shall be elected by the Board of Trustees. Thereafter, one at-large trustee shall be elected annually by the Board of Trustees.
Except as set forth below, each Trustee shall serve for a term of three (3) years. The Student Trustee and the trustee who serves ex-officio as the immediate past President of the Penn State Alumni Association shall each have a two year term. The initial at-large trustees shall be elected for staggered terms of one, two and three years, respectively. Term limits for Trustees (other than ex officio Trustees) will be 12 years, effective with terms beginning July 1, 2013 or thereafter. This provision for term limits shall not apply to members of the Board of Trustees while serving in the capacity as Chair of the Board of Trustees. Such individuals will be considered eligible for re-election or re-appointment as a member by the respective constituent group. For Trustees with terms beginning prior to July 1, 2003, the previously enacted 15 year term limit is effective as of July 1, 2003. For Trustees with terms beginning on July 1, 2003 through and including July 1, 2012, the previously enacted 15 year term limit is effective with the date of such Trustee’s initial election or appointment. The Trustees shall be separated into three groups of substantially equal number so that the terms of one third of the Trustees shall expire each year. Each Trustee shall serve until his or her term expires, and thereafter until such Trustee’s successor is duly elected or appointed, or until such Trustee’s earlier death or resignation.

Section 2.02 Qualifications for Membership. (a) Members of the Board of Trustees shall be natural persons of full age who need not be residents of the Commonwealth of Pennsylvania. A person who is employed in any capacity by the University shall not be eligible to serve as a member of the Board of Trustees. This qualification for membership shall not apply to a person who is an ex officio member of the Board of Trustees, a trustee elected pursuant to Section 2.01(a)(viii), or to a person who is a student employed part-time by the University. A person shall not be eligible to serve as a member of the Board of Trustees for a period of five (5) years from the July 1 coincident with or next following the date of (a) last employment in any capacity by the University or (b) the last day of such person’s employment with the Commonwealth of Pennsylvania as Governor, Lieutenant Governor, Attorney General, Auditor General or State Treasurer. This qualification for membership shall not apply to a person who is an ex officio member of the Board of Trustees, nor to a person who is a student employed part-time by the University. Only graduates of The Pennsylvania State University who shall have received an associate degree, a bachelor's degree, or an advanced degree from the University shall be eligible to serve as a trustee elected by the alumni. No member of the faculty or the governing board of any other college or university in Pennsylvania shall be eligible to serve as a trustee elected by the alumni.

(b) The Student Trustee shall be a full-time undergraduate, graduate or professional student, in good academic standing and in a degree seeking program at the University.

STANDING ORDERS

Orders I through VI, Order VIII

ORDER I. PROCEDURES FOR THE ELECTION OF TRUSTEES BY ALUMNI (see also the Charter)

Date of Election. Elections for alumni members of the Board of Trustees shall be held each year on the day preceding the annual Commencement, under the direction of two judges annually appointed for that purpose by the Chair of the Board of Trustees, and may be held either in connection with the Delegate Convention for the election of other members of the Board, or at such other hour of the same day, and such other place, as the Chair of the Board of Trustees may from time to time direct.
Nominations. The Secretary of the Board of Trustees, or such other officer as may be from time to time designated by the Chair of the Board of Trustees, shall send to each qualified elector, as established in the Charter, whose email address is known a notice stating the date at which the next election will be held and the names of alumni trustees whose terms will expire by law on the thirtieth day of June next following. Such notice shall be sent each year not less than ninety days preceding the date on which such election is to be held, and shall invite nominations for vacancies then to occur. All persons who are nominated by as many as 250 electors shall be announced as soon as practical after the tenth day of April each year in a circular sent to all electors, with a form of ballot.
Form of Ballot. Only the official nominating and voting ballots may be used to nominate and vote for candidates.
Position on Ballot. Immediately after the last day fixed for depositing ballots to nominate candidates for alumni trustee, the Chair of the Board of Trustees shall fix a day and hour for casting lots for the position of names upon the election ballots. The Secretary of the Board of Trustees shall give at least three days’ notice of said date and hour to all candidates nominated. Any candidate may appear in person or by a representative duly authorized in writing. In the event that any candidate is not present in person or by duly authorized representative at the time of casting of lots, it shall be the duty of the Secretary to appoint some person to represent such absentee. After said lots are cast, the Secretary shall accordingly establish the order in which the names of said candidates are to appear on the election ballot.
Designation of Incumbents. Incumbents shall not be identified as such on election ballots, but biographical sketches shall identify incumbents with an asterisk.
Position in Booklet of Biographical Sketches. Candidates’ names shall be in alphabetical order in any publication of biographical sketches.
Duplicate Ballots. A duplicate ballot may be issued to a voter only on a written or personal application to the Secretary of the Board of Trustees stating that the original ballot has been lost, mutilated, or destroyed.
Deadline for Receipt of Nominations. Ballots for the nomination of alumni trustees must be received at the office of the Secretary of the Board of Trustees before 5:00 p.m., February 25.
Candidate May Withdraw Name. Each candidate nominated shall be given the privilege of withdrawing his/her name.
Election Returns. All ballots for alumni trustees returned to the proper official in response to said circular and received by him/her on or before the day of election shall be safely kept by him/her, and by him/her delivered at the time and place of election to the two judges selected by the Chair of the Board of Trustees and shall by them be counted as cast at that time and place. Said judges shall make return to the Board of Trustees of the persons for whom ballots have been cast, either by letter or by electors in person, with the number of votes for each person; and the Board of Trustees shall thereupon determine and declare what persons have been elected to fill the vacancies aforesaid. A plurality of votes only shall be required to elect and, in case of an equality of votes between two or more candidates, the person or persons who shall hold said office or offices of trustee shall be designated by ballot of the Board of Trustees.
Announcement of Results. The names of the winning candidates in the election shall be given publicity in the public press. The names of all candidates and the number of votes received by each shall be made available for publication.
Electronic Notices and Voting. In order to be good stewards of the limited financial resources of the University, electronic mail may be used to communicate any required notices or other correspondence under this Order I and an electronic balloting and voting process may be used so long as reasonable accommodations are made to permit any qualified elector without access to electronic mail to participate in the election.

ORDER II. PROCEDURES FOR THE ELECTION OF BUSINESS AND INDUSTRY TRUSTEES
(see also the Charter and the Bylaws)

The Selection Group on Board Membership for Business and Industry Trustees shall be composed of five seated Trustees (three Trustees representing business and industry endeavors excepting those standing for reelection; and two trustees from among those elected by the alumni, elected by agricultural associations, or appointed by the Governor). The Selection Group, the membership of which shall be disclosed to the Board of Trustees, shall be appointed annually in July by the Chair of the Board of Trustees for the purpose of recommending, in accordance with guidelines established by the Board of Trustees from time to time, two candidates for membership on the Board of Trustees representing business and industry endeavors. The names and qualifications of the candidates shall be submitted for confirmation by the Board of Trustees (for approval or rejection of recommended candidates only).

The Office of the Board of Trustees shall annually announce to the full Board the opportunity to nominate candidates for consideration by the Selection Group, and shall afford the full Board at least thirty days to submit such nominations in advance of the Selection Group’s deliberations. In addition to nominations received from individual trustees, the Selection Group may cultivate additional candidates, including persons nominated in previous years for membership on the Board as a representative of business and industry. The Selection Group and any trustee submitting a nomination shall treat as confidential the identity of nominees. The Selection Group’s efforts to develop business and industry candidates may continue through the end of the month of June following the year of its appointment.

The Board of Trustees shall publicly report the number (but not the names) of candidates considered by the Selection Group.

The election of trustees representing business and industry endeavors shall be held at the May meeting of the Board of Trustees.

ORDER III. PROCEDURES FOR THE ELECTION OF TRUSTEES BY AGRICULTURAL DELEGATES
(see also the Charter and the Bylaws)

The Charter of the Board of Trustees of The Pennsylvania State University provides for the election of six trustees who represent the organized agricultural societies or associations in the Commonwealth (“Agricultural Organizations”).

Date of Election. Election for two members of the Board of Trustees representing agricultural interests shall be held each year on the Thursday prior to the day for the annual Spring Commencement, under the direction of two judges annually appointed for that purpose by the Chair of the Board of Trustees.
Delegates. Agricultural Organizations are not entitled to send delegates to participate in the election of Trustees unless they have at least fifteen (15) members in good standing and have been organized and in existence at least twelve (12) months preceding the election, and have duly notified the Secretary of the Board of Trustees of this fact at least sixty days prior to the election. Each Agricultural Organization is invited to send up to three delegates to participate in the election; provided, however, that if an Agricultural Organization has more than fifteen (15) members in good standing in more than one county, such Agricultural Organization may send up to three delegates from each such county and provided, further that the maximum number of delegates that may be sent by any Agricultural Organization to participate in the election shall be nine (9). Each Delegate must be a member of the Agricultural Organization that he or she represents. Employees of The Pennsylvania State University are not permitted to serve as delegates. The secretary or another authorized officer of each Agricultural Organization shall provide proof to the Secretary of the Board of Trustees, in form and substance satisfactory to the Secretary of the Board of Trustees, of the authority and eligibility of each delegate sent by such Agricultural Organization to participate in the election. No proxies are permitted.
Candidates. Each Candidate must be an active member of an Agricultural Organization. individual candidates are invited to notify the Secretary of the Board of Trustees by February 25 of each year. The names of the candidates (along with a biographical sketch and position statement for each candidate, the agenda for the meeting, and the governance provisions for the election) will be distributed to the secretaries or other authorized officers of each Agricultural Organization whose contact information is on file with the Secretary of the Board of Trustees in advance of the election in order to better inform Agricultural Organization delegates.
Nominations. Nominations will be required for all trustee candidates on the day of the election. Nominations of additional candidates not included in the election mailing are also permitted.
Registration. The names of the delegates representing each Agricultural Organization must be provided by the secretary or another authorized officer of such Agricultural Organization to the Secretary of the Board of Trustees, in a form approved by the Secretary of the Board of Trustees, at least 30 days prior to the election. An Agricultural Organization may amend its submission after that time but in no event shall changes be accepted if received by the Secretary of the Board of Trustees after 4:00 p.m. on the Monday prior to the election. Delegates must present a valid Pennsylvania driver’s license or some other form of photo identification acceptable to the Secretary of the Board of Trustees in order to participate in the election, and may be registered as a delegate of only one Agricultural Organization and in only one county.
Eligibility and Voting. Only those delegates in attendance and duly registered are permitted to participate in the election and voting. The following provisions also apply:
1. Each county is permitted a maximum of three votes for the candidates.
2. If a county is represented by more than three delegates, a caucus is required to determine the three from their number who will represent the county.
3. If fewer than three delegates represent a county, the county is permitted only as many votes as there are delegates.
4. Each voter must vote for two nominated candidates. Any ballot indicating a vote for a single candidate shall not be counted.
Announcement of Results. The names of the winning candidates in the election shall be given publicity in the public press. The names of all candidates and the number of votes received by each shall be made available for publication.

ORDER IV. PROCEDURES FOR THE ELECTION OF THE STUDENT TRUSTEE
(see also the Charter and the Bylaws)

The Selection Group on Board Membership for the Student Trustee shall be composed of eleven members (the incumbent Student Trustee, the President of the University Park Undergraduate Association, the President of the Graduate and Professional Student Association, the President of the Council of Commonwealth Student Governments and the Vice President of the University Park Undergraduate Association or the Council of Commonwealth Student Governments, as appropriate, then serving on a committee of the Board of Trustees (the “Core Committee”) plus six at-large undergraduate, graduate or professional student members selected by the Core Committee. The Selection Group shall recommend, in accordance with guidelines established by the Selection Group and approved by the Committee on Governance and Long Range Planning of the Board of Trustees from time to time, a preferred candidate for membership on the Board of Trustees representing the student body of the University.1
Three trustees to be appointed by the Chair of the Board of Trustees (including the incumbent Student Trustee) shall interview the preferred candidate (and, if necessary, any alternate candidates) and shall forward the recommended candidate’s name to the Committee on Governance and Long Range Planning of the Board of Trustees, which shall make a recommendation to the Board of Trustees.
The name and qualifications of the candidate recommended by the Committee on Governance and Long Range Planning shall be submitted for confirmation by the Board of Trustees (for approval or rejection of the recommended candidate only). It is expected that the Committee on Governance and Long Range Planning would recommend, and the Board of Trustees would approve, the candidate recommended by the Selection Group unless issues with the recommended candidate’s background check, student conduct issues, academic standing issues or other issues arise or exist that in the opinion of the Board of Trustees would make the preferred candidate unsuitable for service on the Board of Trustees. The Selection Group shall treat as confidential the identities of all candidates.
The election of the Student Trustee shall be held at the May meeting of the Board of Trustees.

1 The Guidelines to be adopted will provide that the Selection Group would identify a preferred candidate and two ranked candidates.

ORDER V. PROCEDURES FOR THE ELECTION OF THE ACADEMIC TRUSTEE
(see also the Charter and the Bylaws)

The University Faculty Senate shall recommend, in accordance with procedures and guidelines established by the Faculty Senate and approved by the Committee on Governance and Long Range Planning of the Board of Trustees from time to time, a preferred candidate for membership on the Board of Trustees representing the faculty of the University.2
Three trustees to be appointed by the Chair of the Board of Trustees shall interview the preferred candidate (and, if necessary, the alternate candidates) and shall forward the recommended candidate’s name to the Committee on Governance and Long Range Planning of the Board of Trustees, which shall make a recommendation to the Board of Trustees.
The name and qualifications of the candidate recommended by the Committee on Governance and Long Range Planning shall be submitted for confirmation by the Board of Trustees (for approval or rejection of the recommended candidate only). It is expected that the Committee on Governance and Long Range Planning would recommend, and the Board of Trustees would approve, the candidate recommended by the Faculty Senate unless issues with the recommended candidate’s background check or other issues arise or exist that in the opinion of the Board of Trustees would make the preferred candidate unsuitable for service on the Board of Trustees. The Faculty Senate shall treat as confidential the identities of all candidates.
The election of the Academic Trustee shall be held at the May meeting of the Board of Trustees.

2 The Guidelines to be adopted will provide that the Selection Group would identify a preferred candidate and two ranked candidates.

ORDER VI. PROCEDURES FOR THE ELECTION OF AT-LARGE TRUSTEES
(see also the Charter and the Bylaws)

The Selection Group on Board Membership for At-Large Trustees shall be composed of five seated Trustees (one Trustee elected by the alumni, one Trustee representing business and industry endeavors, one Trustee elected by agricultural associations, one Trustee appointed by the Governor, and one Trustee from among the group of the Student Trustee, the Academic Trustee, the Trustee serving ex officio by virtue of his or her past presidency of the Penn State Alumni Association and the At-Large Trustees, if any). The Selection Group, the membership of which shall be disclosed to the Board of Trustees, shall be appointed annually in July by the Chair of the Board of Trustees for the purpose of recommending, in accordance with guidelines established by the Board of Trustees from time to time, a candidate for at-large membership on the Board of Trustees. The name and qualifications of the candidate shall be submitted for confirmation by the Board of Trustees (for approval or rejection of recommended candidate only).

The Office of the Board of Trustees shall annually announce to the full Board the opportunity to nominate candidates for consideration by the Selection Group, and shall afford the full Board at least thirty days to submit such nominations in advance of the Selection Group’s deliberations. In addition to nominations received from individual trustees, the Selection Group may cultivate additional candidates, including persons nominated in previous years for membership on the Board. The Selection Group and any trustee submitting a nomination shall treat as confidential the identity of nominees. The Selection Group’s efforts to develop trustee candidates may continue through the end of the year of its appointment.

The Board of Trustees shall publicly report the number (but not the names) of candidates considered by the Selection Group.

The election of at-large trustees shall be held at the May meeting of the Board of Trustees.

ORDER VIII. GOVERNANCE OF THE UNIVERSITY

Role of the Board of Trustees in University Governance
1. Guiding Policies. In the exercise of its responsibilities, the Board of Trustees shall be guided by the following policies:
  1. Delegation of authority. As set forth in the Bylaws, the authority for day-to-day management and control of the University, and the establishment of policies and procedures for the educational program and other operations of the University, is delegated to the President of the University, and by him or her either by delegation to or consultation with the faculty and the student body in accordance with a general directive of the Board of Trustees.
  2. Advisor to the President. It is the duty of the Board of Trustees to advise the President on any University matter.
2. Responsibility to Inform the Citizens of Pennsylvania. The Board of Trustees shall inform the citizens of the Commonwealth of Pennsylvania of the University’s performance of its role in the education of the youth of Pennsylvania.
3. Responsibility for Development of Effective Relationships. The Board of Trustees shall assist the President in the development of effective relationships between the University and the various agencies of the Commonwealth of Pennsylvania and the United States of America which provide to the University assistance and direction.
4. Expectations of Membership. In exercising the responsibilities of trusteeship, the Board of Trustees is guided by the expectations of membership, each of which is equally important. It is expected that each Trustee will:
  1. Understand and support the University’s mission, vision, and values;
  2. Act in good faith at all times and in the best interests of the University, maintain independence from external stakeholders and act without regard to the manner in which such Trustee was appointed or elected to the Board of Trustees;
  3. Make the University a top philanthropic priority to the very best of one’s personal ability and fulfill on a timely basis all financial obligations and pledges of support to the University;
  4. Prepare diligently, attend faithfully, and participate constructively in all Board of Trustees meetings and related activities by reading the agenda and supporting materials;
  5. Speak openly, freely and candidly within the Board, while being mindful that any public dissent from Board decisions must be done in the context of being trusted stewards of a public institution. Because a University is a free marketplace of competing ideas and opinions, its governance mandates open communication as well as principled, civil and respectful debate. At the same time, trustees must always protect and act in the best interest of the Univeristy, being cognizant that the tone and substance of their words reflect on the University that they are dedicated to serve and have consequences on its overall wellbeing;
  6. Make decisions and instruct the administration collectively as the governing body of the University; it being recognized and understood that unless specifically authorized by the Board or the Chair, no individual trustee has the authority to direct administrators with respect to the performance of their duties for the University or to otherwise act on behalf of the University or the Board;
  7. Participate regularly in events that are integral parts of the life of the University community;
  8. Disclose promptly and fully any potential or actual conflicts of interest in accordance with the Board’s conflict of interest policies, and personally maintain exemplary ethical standards;
  9. Refrain from requests of the President or staff for special consideration or personal prerogatives, including admissions, employment, and contracts for business;
  10. Maintain the confidentiality of confidential information without exception; it being recognized and understood that for this purpose “confidential information” includes nonpublic information concerning the University, including its finances, operations and personnel, as well as nonpublic information about internal Board discussions and dynamics;
  11. Advocate the University’s interests, but speak for the Board or the University only when authorized to do so by the Board or the Chair; it being recognized and understood that it is important for the Board of Trustees to convey a consistent message and that the Chair of the Board of Trustees or his or her designee serves as the spokesperson for the Board;
  12. Respect University policies relating to the acquisition of information and communication; it being recognized and understood that all such information should be used only for purpose consistent with such Trustee’s duties and responsibilities to the University; and
  13. Extend goodwill to one another and to all members of the University community.
  Regular attendance at meetings by members of the Board is expected. If a member of the Board is unable to attend at least four of the six scheduled meetings each year, such Board member should discuss with the Chair of the Board of Trustees the question of his or her ability to continue attendance appropriate to a Trustee.
  
  For violation of the Board’s expectations of membership as set forth in Standing Order VIII(1)(d), the chair of the Board, in consultation with the Board’s vice-chair, shall have the discretion to take any or all of the following actions:
  1. Remove a trustee from any Board leadership position, including the positions of chair or vice-chair of any committee or subcommittee;
  2. Remove a trustee from any committee, subcommittee or other Board assignment;
  3. Pursue the adoption of a full Board resolution, or publicly issue a letter from the chair, censuring the offending trustee;
  4. Privately issue a letter of censure with or without notice to the Board; in the case of a private letter of censure with notice to the Board, the letter would be confidential, and Board members would be requested to maintain the confidentiality of the communication; and/or
  5. Discuss the breach with the offending trustee and without notice to the Board.
  Before taking any of the above-described actions (1) – (3), the chair of the Board shall also consult with the chair and vice-chair of the Committee on Governance and Long-Range Planning and, in the case of an action described in (2) above, with the chair of any affected Committee. In the event that the chair or vice chair of the Board, the chair or vice chair of the Committee on Governance and Long-Range Planning or the chair of any affected Committee is the subject of the action to be taken, such individual would be recused from participating in any such consultation.
  
  Additionally, before taking any of the above-described actions, the chair and vice-chair of the Board shall communicate with the offending trustee to specify the nature of the perceived offense, to clarify the expectations of Board leadership, and to provide an opportunity for the trustee to explain his/her actions and otherwise respond to the alleged violation. In deciding whether to impose a sanction for violation the expectations of membership, the Board chair shall take into account the position of the trustee charged with the violation and shall also consider whether the violation is a first-time, or repeated, offense, the public or private nature of the offense and the severity of the injury or potential injury to the Board or the university arising from the violation.
  
  The imposition of any sanctions hereunder for violation of the Board’s expectations of membership shall not inhibit the capacity of the Board to remove a trustee pursuant to §2.03 of the Bylaws for any misconduct that constitutes a breach of a trustee’s fiduciary duties.
5. Final Responsibility of the Board. The Board of Trustees is the final repository of all legal responsibility and authority to govern the University, under the laws of Pennsylvania. It can delegate but it cannot abandon this responsibility and authority. The Board has the responsibility and duty to direct all organizations and persons participating in governing the University, whether such participation be in the establishment of policies, rules, and regulations, or in the administration of such policies, rules, and regulations. In order to perform this responsibility and duty, and consistent with the Charter, the Board of Trustees hereby directs that governing of the University henceforth be conducted in accordance with the following general plan of organization.