“On Chairman Masser’s refusal to attend a legally called board meeting…

One of the few factual findings of the Freeh report was that three trustees in positions of leadership on this board were told by then president Graham Spanier of the coming indictments of Tim Curley and Gary Schulz nearly a week ahead of time.They did not alert the rest of the board and they did not help prepare the university for what was coming.

While all three voted to oust president Graham Spanier, two of the three were allowed to stay on the board, and in leadership positions.

Recent governance reforms should have addressed this issue of the few making decisions for the board but instead has already put that goal further out of reach.

Given that we did not learn until after our last meeting that the NCAA vs. the state trial would start before we can formally meet again, I am surprised the chairman himself did not call a meeting immediately to discuss such an important development.

Instead, by failing to attend this board meeting to consider the Lubrano resolution in a more timely fashion, a de facto decision for the board and for the university has been made by a few that we should continue to stand with the NCAA and on the wrong side of history.

It seems we have learned little from the governance failures of late 2011 and 2012, and that is really quite sad”

- Trustee Barb Doran

“I am sincerely sorry that our board will not have a discussion of the university’s position in the NCAA case before the trial in January. It concerns me to think that some of my fellow trustees may believe that our motivations are frivolous. Therefore, I’d like to speak about what seems to me to be the difference in the underlying thought processes that contribute to the schism on this board – not with the intention of blaming or name-calling, but in an attempt to clarify what is separating us.

I was not on the board at the time, but as it has been explained to me, the approach to managing the crisis took a page out of the corporate playbook. The board took responsibility for a set of problems they identified and took quick actions to show a commitment to correcting the problems. Several individuals were removed from their posts, and a number of compliance measures were rapidly implemented. Then, they expected the matter to blow over fairly soon. A statement was made that “by 2014 this will all be a distant memory.” Perhaps that would be true for a consumer product like Tylenol.

But we are now approaching 2015 and we are still embroiled in this crisis. The reason for that is because a great number of people who love Penn State were dissatisfied with the approach that was taken. The trustees who designed the approach to managing the crisis seem to feel that if we would stop complaining, the crisis would indeed blow over, and therefore the solution is that we should stop complaining.

Here is why we just can’t walk away.

I believe that much of the schism on this board comes from a difference in understanding of what constitutes fiduciary duty. Corporate boards serve stockholders. University boards serve stakeholders. There is a world of difference between these two approaches.

Richard Chait is a Harvard emeritus professor of education who is a national expert on higher education governance. In an interview published by the Association of Governing Boards, Dr. Chait was asked “what are the hallmarks of fiduciary behavior by college and university trustees?” His response: “fidelity to mission, integrity of operations, and conservation of core values.”

It is the conservation of core values that is a primary motivator for the alumni-elected trustees.

What are the core values of The Pennsylvania State University? I realize that the university’s values statement has recently been revised. But for most of us, that values that have inspired us and have motivated us for many decades are simple: Success with honor. That means: Excellence of scholarship, athletics, and service – accomplished with integrity.

We find the corporate approach to crisis management used in the Sandusky scandal to have sacrificed the university’s core values, in the following ways:

• We have not come to a full understanding of the complex factors that contributed to Sandusky’s victimization of children. Because we have not, we cannot use this tragic experience to honor the victims by educating others about how to protect children in the future. Further, by accepting a poor version of the truth, we have acted in ways that are unworthy of a great institution of higher learning.

• With the lawsuit under discussion today, we are permitting the NCAA to punish us, in violation of their own rules and procedures, and in so doing we accept their false claims about our culture – our values – which damaged the reputation of a university previously known as a place where integrity was embraced. We also damage our relationship with the Commonwealth by not joining with them – as they have requested – on efforts to defend the university.

• We sacrificed members of our own community for the purpose of expediency, without concern for the devastating impact on their lives.

If we do not take steps to carefully address these problems – to protect the core values of the university – we will have failed in our fiduciary duty – our stewardship – of our university.

I recognize that there are individuals, and entities, who have been favorably impressed by the corporate approach of falling on the sword and moving quickly to implement a long list of compliance initiatives.

But we must ask the question: Who are we, and who do we want to be? And how do our actions support our highest aspirations?

We are at a critical moment in the history of Penn State. I think it is fitting that we consider the challenge made by a former football coach at another critical moment in our history – the moment where the university was challenged to aspire to excellence in academics, and to use a national football championship to accomplish that.

Joe Paterno said:
“I think we are looking for the soul of this institution. The soul may be an overstatement, but I’m not sure I’m overstating the case. I think we’re literally looking for a soul. Who we are, what we are, and I think that basically comes down to soul. We need to find our soul.”

Our stewardship of our university is a sacred trust. We owe it to Penn State to come together to make a sincere effort to understand each other so we can chart the future of the university, consistent with the values that have made it the jewel in the crown of higher education in the Commonwealth of Pennsylvania.”

- Penn State Trustee Alice Pope

“It’s perplexing. The more engaged the alumni community becomes in the governance of Penn State, the more cloistered and secretive the embattled “Old Guard” trustees become. Our university should be governed by people who act in the best interests of Penn State one hundred percent of the time; not just when it’s convenient for them. We are asking the trustees who refused to attend this special meeting to finally discuss decisions that have thus far cost Penn State upwards of $150 million to resign. Please make room for others who consider their fiduciary duty to Penn State their highest priority. Please make room for others who are proud of Penn State’s academic and athletic culture and who would never suggest that more than half a million people are somehow responsible for the actions of one person. So far we have elected nine trustees who have demonstrated their allegiance to Penn State and the remaining board seats should also be filled by people who are similarly devoted to the university. Penn State deserves better than trustees who put their personal interests before the university’s.”

The following Penn State trustees shirked their duty to the university and did not attend a meeting of the full board called for December 15, 2014 to discuss the university’s position in Corman and McCord v. NCAA, litigation in which $60 million of the university’s funds are at stake.

Eric J Barron President, The Pennsylvania State University president@psu.edu
Thomas W Corbett Governor, Commonwealth of Pennsylvania twc11@psu.edu
Carolyn C Dumaresq Acting Secretary, Pennsylvania Department of Education
Ellen M Ferretti Secretary, Pennsylvania Department of Conservation and Natural Resources emf15@psu.edu
George D Greig Secretary, Pennsylvania Department of Agriculture gdg13@psu.edu
Clifford G Benson, Jr Chief Development Officer, Buffalo Sabres cgb148@psu.edu
Kathleen L Casey Senior Advisor, Patomak Global Partners, LLC klc341@psu.edu
Mark H Dambly President, Pennrose Properties, LLC mhd15@psu.edu
Todd L Rucci Government and Community Relations Officer, PAP Technologies tlr113@psu.edu
Paul H Silvis Head Coach, SilcoTek (Vice Chairman of the Board of Trustees) phs4@psu.edu
Donald G Cotner President, Cotner Farms, Inc. dgc14@psu.edu
Keith W Eckel Sole Proprietor and President, Fred W. Eckel and Sons Farms, Incorporated kwe1@psu.edu
M Abraham Harpster Co-Owner, Evergreen Farms, Inc. amh102@psu.edu
Betsy E Huber Immediate Past Master, Pennsylvania State Grange beh17@psu.edu
Keith E Masser Chairman & Chief Executive Officer, Sterman Masser, Incorporated (Chairman of the Board of Trustees) kem375@psu.edu
Carl T Shaffer President, Pennsylvania Farm Bureau cts15@psu.edu
Richard K Dandrea Attorney, Eckert Seamans Cherin & Mellott, LLC rkd135@psu.edu
Kenneth C Frazier Chairman, President & Chief Executive Officer, Merck & Company, Incorporated kcf11@psu.edu
Edward R Hintz, Jr President, Hintz Capital Management, Incorporated erh4@psu.edu
Daniel S Mead President and CEO, Verizon Wireless dsm232@psu.edu
Karen B Peetz President, Bank of New York Mellon kbp12@psu.edu
Walter C Rakowich Retired CEO, Prologis wcr121@psu.edu

Anthony Morelli’s first pass as a starting quarterback was a 42-yard touchdown to Deon Butler.
The junior signal caller went on to complete seven of his first 10 passes for 111 yards, two touchdowns and 17 total points on Penn State’s first three drives. Remnants of Hurricane Ernesto forced the cancellation of Football Eve, washed out tailgates, soaked Beaver Stadium and in general made a sloppy mess out of Happy Valley. But it couldn’t discourage 106,505 from showing up and going home happy with a solid 34-16 win.

The NCAA says this game never happened.

It took three overtimes, but Penn State finally won the Fedex Orange Bowl on Kevin Kelly’s third attempt to end the game with a field goal. Coach of the Year Joe Paterno joked after the 5-hour game that “it is past my bedtime.” Meeting for just the third time in their storied histories, Penn State defeated Florida State 26-23 in front of 77,773 fans at Dolphins Stadium and Paterno boosted his head-to-head record against Bobby Bowden to 7-1. Kelly’s first game-winning attempt at the end of regulation sailed wide left, but he had another chance to win the game on Penn State’s first overtime possession when the Nittany Lion defense held. Kelly’s second game-winning try also went left, forcing a second overtime period. “I was upset after the first miss but upbeat after the second,” said Kelly after the game. “I figured what are the odds of missing a third try?”

With the win, the Lions finished the season ranked #3 in the country, the 13th top five finish under Coach Paterno.

The NCAA says this game never happened.

Going into this game Michigan State quarterback Drew Stanton stood in the way of Penn State winning the Big Ten title. Stanton was a semifinalist for the Davey O’Brien National Quarterback Award and leader of Michigan State’s powerful offensive attack. The Spartans led the conference in total offense, ranked second in passing offense and third in rushing offense and scoring offense.
But the Penn State defense was up to the task, and Alan Zemaitis racked up three interceptions and Dan Connor made 14 tackles. The tough defense combined with a potent offense helped pave the way for a convincing 31-22 win in front of 75,005 at Spartan Stadium and the ESPN Gameday crew.

The win gave Penn State athletics its fifth Big Ten championship of the fall season, a new conference record for titles won by a single school. Previous to Penn State’s unprecedented success, no single member institution had won more then three of the fall Big Ten titles, which include men’s and women’s cross country, field hockey, football, men’s and women’s soccer and women’s volleyball.

The NCAA says this game never happened.

In a critical conference game pitting the Big Ten’s highest scoring team (#14 ranked Wisconsin averaging 39.7 ppg) against the conference’s stingiest scoring defense (#11 ranked Penn State allowing 16.1 ppg), the Lions proved the age old adage that offense is exciting, but defense wins football games. Thanks to the outstanding play of both units, Penn State went up 21-0 at halftime and cruised to a convincing 35-14 win in the last game of the year before a Senior Day crowd of 109,865 at sunny Beaver Stadium. ABC televised the 3:30 game nationally. Happy Valley also celebrated being named “The Greatest Show in College Sports” while the Blue Band won the 2005 Sudler Trophy as the best collegiate marching band.

The NCAA says this game never happened.

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