To the Members of the Board of Trustees:

The alumni elected trustees sent a letter to me dated December 8, 2014 notifying me that they had called a
special meeting of the Board of Trustees for Monday, December 15, 2014 at 2:00 p.m. at the Penn Stater to
continue consideration of the resolution presented by Trustee Lubrano at the November 14, 2014 meeting.
(A copy of the letter is attached.) Yesterday, I asked the alumni elected trustees to withdraw their call for a
meeting, but they declined to do so. As set forth in the Bylaws, the Secretary of the Board is required to
give notice of the meeting and therefore, tomorrow you will receive a notice from the Board office with
respect to the meeting.
I continue to be concerned by the single-minded focus and the steady stream of resolutions that have
required inordinate amounts of trustee time spent on one issue, and deflected attention from a wide range of
vital university issues. This is a significant problem. It is incumbent upon this Board to devote more time in
2015 dealing with the critical issues that affect our University and, most importantly, our students. Our
fiduciary responsibility as trustees demands this.
Each year, over 90,000 families entrust their children to Penn State. We must devote serious time and
attention to the issues of access and affordability, and work together to ensure our students don't enter the
workforce heavily in debt. As President Barron has noted, our University is also an important economic
development force in Pennsylvania. This Board must explore ways in which we can maximize the
University's role, and in doing so, create better job opportunities for our graduating students. Other strategic
imperatives demand our intention, including the potential merger with PinnacleHealth System, which will
dramatically change how we educate our medical students and provide care. I urge each member of the
Board to consider how we might better work together in 2015 to enable our University to better serve our
students and other important constituencies.
This requires we pause to reflect on the constant resolutions being put forward and meetings being called.
You will recall that after discussion the Board voted in November to postpone consideration of Trustee
Lubranos proposed resolution until the Boards executive session in January. Notwithstanding the fact
that the Board determined to postpone consideration of the resolution until January, and even though time
has been reserved at our January executive session for this discussion, the alumni elected trustees are now
seeking to accelerate the discussion to a time of their choosing. Given that the Board has already clearly
and formally expressed its determination to consider the resolution proposed by Trustee Lubrano in
January, I am not intending to attend or participate in any special meeting to consider the matter.
Members of the Board are likewise free to decide whether or not to attend any such meeting. I note that
under the Bylaws, no action may be taken at any regular or special meeting unless a quorum of the
members of the Board are present.
I recognize that there is a trial set for early January and the proposed resolution could be moot by the time
of the January meeting. Nevertheless, this was known at the time the Board voted to postpone
consideration, and a clear majority voted for the postponement. In these circumstances, I think it is counter
to the will of the majority to go forward with a discussion and action prior to the time expressly set by vote
of the Board of Trustees in November.
In the coming year, I hope all Board members are prepared to work together on the many critical issues our
University faces.