Transcript of Penn State Board of Trustees Nominating Committee October 23, 2024

  • Post last modified:

Transcript of the Nominating Committee Meeting of the Penn State Board of Trustees

Wednesday, October 23, 2023

https://psu.mediaspace.kaltura.com/media/Nominating+Subcommittee+October+23%2C+2024/1_6l7xymry

This transcript was created from the publicly available recording of this committee. Please notify me of any errors, misstatements, or misattributions: barry@barryfenchak.com

Dan Onorato: The agenda is available at www.trustees.psu.edu. I’ll ask Dory to confirm that we have a quorum for today’s meeting. Dory?

Dory Uhlman: Yes, we do have a quorum. Thank you.

Dan Onorato: Thank you. One of the key outcomes of the bylaw revisions the board approved in July was the standardization of required submissions for all candidates being considered for positions on the board of trustees.

These required submissions are “Registering with the board office, submitting a biography and position statement, providing three references, agreeing to abide by the board’s code of conduct, and undergoing a background check and completing a candidate questionnaire”.

In addition to these standardized submissions, the bylaws establish the nominating subcommittee tasked with overseeing the board’s election and appointment processes. A key responsibility of this subcommittee is to develop and present for approval a screening matrix which will be used to ensure a consistent and transparent approach when evaluating candidates.

The matrix before us today is designed to help us assess whether candidates are qualified for the various paths to the board, including alumni at large, business and industry, academic and student trustee roles. As part of your materials for today’s meetings, you received a document outlining the specific process and timeline requirements for each trustee category, which can be found in the elections appendix to the bylaws. You also received a draft of the screening matrix which we will now discuss. A few key points related to the screening matrix.

  • It ensures transparency of the process and expectations for all candidates.
  • It allows individuals to make an informed decision before deciding whether to put their name forward as a potential trustee candidate.
  • It applies the same matrix and required submissions across all paths to the board, helping us maintain fairness and consistency.

I now open the floor for discussion on the draft screening matrix. Invite your feedback or questions before we move forward to vote for approval.

And I do want to point out that I did receive a few calls from trustees on some issues. There’s two that I will bring up later but they are minor compared to the broader discussion I want to have first. So I will call on, Matt, you want to say a few words?

Matt Schuyler: Yeah, Dan. Thank you. And thanks to the nominating subcommittee for their hard work in getting us to this point and this documentation we’re going to talk and recommendations of a framework.

I just wanted to take one minute and just have us reflect back on what brought us here in the first place. If you recall those of you that were on the board at the time, this is really a continuation of our overall efforts born two years ago with our board self-assessment that we conducted at our annual retreat and recall we said then, hardworking and great work from the Governance Working Group reaffirmed this, that we wanted to ensure a more diverse and open and inclusive board, one that brings skills and experience to its governance responsibilities.

And as the University grows past annual operations exceeding $10 billion, it’s really critical that the board is equipped with skills, with perspective and with governance experience to navigate those complexities. And so really, this effort should serve to open up our candidate pool and attract more interested parties to these board roles.

And I think a big step has been the notion of lowering the signature requirement. So we heard pretty clearly from all of you that were on the board at the time and leading up through the nominating or, sorry, the Governance Working group, that the 250 signatures was sort of a blockage to people that might be interested, that brought skills and experience to the table. So the lowering to the 50 signatures was a big step in the right direction.

You know, another prospect from this effort that I think we should be proud of is the clarity around what’s required to be a trustee, the notion of sort of almost like a job spec of sorts that outlines the time requirements to be a trustee, the shared governance environment we work in, the teamwork across the board that’s required, the committee skills needed to help with the governance of the University. And so that’s a big step in the right direction relative to our overall goals.

And so I’d ask the board, as they react to today’s discussion and the framework to look at this effort through the lens of what we suggested would help the University our self-assessment a few years ago and look at today’s discussion through that lens. I think we can assure that it helps us in this regard achieve the goals that we set out several years ago.

So, Dan, thanks for the opportunity just to share a few opening comments to reflect back to that time and of course, the two years since then, we’ve been working towards a point of looking at this type of framework. So thank you.

Dan Onorato: Thank you, Matt. And again, I want to thank the group that worked on this prior to me becoming chair of this committee. I know they did a lot of work and now we’re following through to bring this to conclusion.

The only point I want to stress that Matt brought up again, and I want to stress this point.

What we’re talking about today is really a benefit to the candidates that want to think about being a trustee because I’m one of them. You don’t really know where you’re getting into till you’re here. And it would be helpful to know the time requirement.

It will be helpful to know what type of issues that you’re going to be dealing with, the size of the institution, the key players you’re dealing with, because there might be some people that are fascinated by the idea and the concept of being a trustee, but then realize time’s not right for me at this moment in time. And I look at this as a positive for both sides, not just from the trustee’s point of view, but also from the individuals who are considering it. In regards of how you get on this board, these are all good practices that we’re talking about and we can get into some of the details of them. But I’m going to open up now for discussion just on what has been put on diligent, what you’ve seen in front of you. And I’m going to start with the members of the nominating subcommittee and then we’ll open up to anybody else that has the question. So I’m going to look at my screen. Anybody have a question? And I will ask Tabitha or Shannon Harvey, because I don’t see a hand.

Tabitha Oman: Yeah, I don’t see it either.

Dan Onorato: Oh, there goes one, Jay.

Jay Paterno: Just bear with me. I’m in the car. So on the required…

Dan Onorato: Hey, Jay, we got a bad reception.

Jay Paterno: Oh, Jesus. You there now?

Tabitha Oman: Now we hear you.

Jay Paterno: Okay. Of course, after I say Jesus. That’s my mom will get on me.

Dan Onorato: That will show up on your driving record.

Jay Paterno: Yeah, exactly. Well, when we talk about the background stuff, the original agreement was that it would be a felony background check and that’s it. We’ve now as I look on diligent, we’re talking driving records, we’re talking social media, all that kind of stuff, as well as credit report, court documents, all this kind of stuff that we’ve really expanded. I think that becomes very subjective. I think all of a sudden we start to say privacy issues there. Who does that information get shared with? I think that’s a concern in this day and age. I think we should go back to the very, very subjective in terms of felony conviction or no, I think the other stuff becomes too much. It’s intrusive and I think that we’ve kind of overstepped what we had agreed to as that element of the background check.

Dan Onorato: Okay, thank you, Jay. I received several calls on this and I want to ask Tabitha first. Shannon did talk prior to this meeting and I apologize because I landed at 12:00 last night. I was away for 10 days. Tabitha, if you can remind everybody on number five on the Matrix, the items that are listed under the candidate background check that came from a third party vendor that actually deals with board memberships. A lot of the corporate boards, correct?

Tabitha Oman: That’s right. It’s pretty standard set of things that are typically checked for board members prior to their being engaged at a corporate board.

I have not verified whether or not we could say, please don’t include a driving record when you check potential Penn State trustees. I suppose that may be possible, but I haven’t verified that yet.

Dan Onorato: Let’s see.

David Morris Kleppinger: I put my hand up only for clarification purposes. I apologize for jumping in, but I think there’s a distinction here between the felony issue which if there’s a felony it disqualifies a person automatically from getting on the ballot.

Whereas this background check is just for additional information for the subcommittee to review in consideration as to whether the person is eligible.

So it is a more complete background check that is fairly typical of any high level position on a board or an executive role.

Dan Onorato: Let’s see. Mary Lee, I’m going with again, I’m going with the nominating subcommittee members first.

Mary Lee Schneider: Sure. So one question I had just was a tactical one. I didn’t know if you were going to put anything up on the screen, Dan, for people to respond to in case people had not seen this before or weren’t in diligent.

Dan Onorato: You mean the matrix?

Mary Lee Schneider: Yeah, the matrix.

Dan Onorato: I asked Shannon. She’s ready to do that.

Mary Lee Schneider: Okay, great. I didn’t know if that was helpful. My just comment on Jay’s perspective.

That’s language I know, Naren, you’ve probably been through it. Matt, you’ve probably been through it. That is picked up from the standard release that you have to sign off on when you join any kind of company board with the fiduciary responsibility. So I think it is pretty standard.

Dan Onorato: And while I’m calling on people, Shannon, when you get a chance, you can put up the five items on the matrix, the wording so people can see it while we’re talking. I’m just going to go in order now. Naren?

Naren Gursahaney: Just a clarification point, Dan, on the skills matrix. This will be the broad skills matrix of all the different skills capabilities we need, whereas we may have a narrower one as part of the rubric for evaluating candidates. Is that the right way to look at it?

Tabitha Oman: So, Naren, the skills matrix is a document that is created by a University office called OPAIR based on the responses from trustees to the survey about what skills you all feel are needed for the board.

And it’s things like healthcare expertise or expertise in the humanities or arts to try to have a full set of the potential skills that would benefit the board. So it’s a chart and there’s a target number of people in each of those categories that the board has determined it would like to have on the board.

Dan Onorato: Naren, the way I look at the skills matrix and this is what we do here where I work, it’s not a factor that would eliminate or determine who’s on, who’s off.

It’s for educational so that when we’re going through the process in each round of new potential trustees to try to gear it in a way where we’re constantly trying to get the balance we need on the board.

And if you do it on the front end, then you’re not scrambling at the end and maybe get the right candidates coming forward.

They have that background or people that have that background that weren’t considering running or being appointed or however they get on. There’s discussions asking them to consider because of what we need.

Naren Gursahaney: Perfect. I appreciate the clarification.

Dan Onorato: Lynn?

Lynn Allen Dietrich: Thank you. I looked over all this and one of the things that came to my mind was it might be an opportunity to give some input to the governor and his gubernatorial appointees. And we have some things that we’re looking for to balance out the board, particularly the demographics and so forth.

And it might be useful to engage the governor’s office or the people and his staff that help him with the choosing to bring them up to speed on what we’re looking for.

Dan Onorato: Lynn, I will say that I’m not speaking for everybody on the subcommittee, but I think maybe we do all agree that when we looked at all this and we look at the matrix, everyone agreed, regardless of what category you’re on the board and how you got on the board, that those different methods of getting on the board should all understand this, be briefed on this and make sure that they see what we’re trying to accomplish.

So I think what you’re getting at is exactly, is what we’re thinking about doing. Chris Hoffman?

Chris Hoffman: Hey, thanks, Dan. On page number six in the suggested timeline, I really like that suggested timeline, but it seems that the agricultural stuff was left out. Is that on purpose or was it just missed or what was the thought there?

Tabitha Oman: Shannon, do you want to take that question?

Shannon Harvey: I can, yes, thank you, Chris. Because the Ag timeline is so prescribed, and it’s prescribed in the bylaws specifically, we didn’t include it there. Nothing is changing regarding the Ag timeline.

Chris Hoffman: Okay. I was just thinking that if you have a suggested timeline that has all the other pathways, it may be worthwhile having that in there as well. I do realize that it is very pointed and prescribed, but I just thought that if you’re going to have a timeline where people are looking at one timeline, it may be worthwhile just to have it in there as well. Just so no one thinks it’s an afterthought.

Shannon: Yeah, we can certainly add that.

Dan Onorato: Thank you. Anthony?

Anthony Lubrano: Yeah, thanks, Dan. I want to echo what Jay said.

Having participated months and months and months of discussions, we never agreed to being as intrusive as five suggests.

I hear some of you say, “Oh, this is standard fare.”

In a public election, you don’t do background check that includes your driving record and your credit. So, to me, this is highly intrusive and inappropriate and unnecessary.

As you and I spoke, Dan, the moment we preclude someone from joining or being on the ballot for the alumni elections, we’ll be in litigation.

And I know some of you don’t care about that, but it’s going to happen. Democracy is messy, and that’s the way it is.

I hear some of you talk about ensuring that we get highly qualified people to serve on the board. What if the alumni want someone on the board who doesn’t have a similar background to the rest of us? Why should we tell them we know better? Mark Twain said, “When everybody’s thinking the same nobody’s thinking.”

So I put that out there. I can’t support something that for months we never even addressed or discussed, just can’t do it.

Dan Onorato: Well, Anthony, I appreciate those comments. And you bring up a point that I do want to make sure that everybody understands this matrix that we’re talking about here is not a yes, no matrix, and meaning that you’re automatically disqualified for any one particular issue.

All of this does, if you read at the bottom. If there’s an issue of any one of those, that it allows the subcommittee to review it and decide if they want to take action or not, it doesn’t automatically say you cannot be on a ballot or you cannot be a trustee.

Anthony Lubrano: And, Dan, I appreciate that, except that why should any of us have anybody else’s background information when it comes to, for example, credit or driving?

 That’s very private information, and there are laws governing the protection of that information.

This is not a private board. It’s not a public company. This is a public institution, a not for profit.

As I told you, Dan, earlier, I did a little bit of research. No other board in the Big10 has this.

None of them. And I’ll debate anybody who suggests otherwise.

They don’t do a background check that includes your credit. And as we have discussed during our working group, typically the removal of a member from a board is tied to a felony conviction.

So, again, because I’m elected by the alumni, I just find this to be a very intrusive manner about trying to vet the candidates to ensure that we have qualified people, whatever that necessarily means.

Dan Onorato: Thank you. Barry? You’re on mute.

Barry Fenchak: I’m sorry. Unfamiliar computer here. Just a couple of things, and some of this will echo, I think, some of the things that Anthony was talking about.

But number one, I think most folks on the board tremendously lose sight of the fact that this is not a public for Profit Corporation.

This is not a private entity. Penn State isn’t CVS or General Motors. It’s an instrumentality of the state of the Commonwealth, and it’s a public trust. And that’s a huge, huge difference with respect to governance structures and responsibilities.

There is also a huge difference, which we don’t seem to often want to recognize, between an elected member to a board or any governance board and one that’s appointed. It’s an entirely different process. There’s pluses and minuses to both, but they’re very different.

And we hear things like I think Dan said, this process will help candidates understand what is required and things like that. Well, we can help a candidate understand what is being required without creating a system by which what we have is a committee which essentially has unchecked authority to determine who can not only be appointed to the board, but who can be elected to the board democratically by Penn State alumni who have had that right for 150 years.

That for well over a 100 years any changes to those rules and regulations were done through the Commonwealth Court system, not by the board essentially saying, “As a board, I’m going to give myself the ability to do whatever I want”.

And that’s really what we’re doing here. I mean, I think outside of this room, overwhelmingly people understand that what is being done here is being done so that the board can control access to the board.

And all the other things that are brought forward as things that would be positives can be done without giving the board control over access to the board. So it’d be very hard to argue against someone who considered that that’s what the true motivation here was.

Anyway, those are certainly concerns that I would raise. I don’t know if anyone else shares those, but I think they’re crystal clear. Thank you.

Dan Onorato: Okay, I’m going to go to nominating subcommittee members again, Jay and then Mary Lee.

Jay Paterno: Okay, you hear me now?

Dan Onorato: It’s shaky.

Jay Paterno: Rt 322 is a mess, as you know, in terms of cell service. But anyway, a couple things.

I thought I heard Tabitha mention a third party vendor as it related to coming up with these requirements or these items that they want to check.

Number one, would we be relying on a third party vendor?

Number two, if there are inaccuracies, are we going to give that to the person who’s a candidate and give them time? How long will that take? Does that then run into with the election cycle? Is it possible to get inaccuracies corrected?

And one of the other things that was in there, I think it said something about, and again, I can’t read it because I’m in the car, but about professional career/conduct or something like that, are we then going to say, “Well, this potential candidate had a very interesting exit from a certain job.”

Are we going to ask for HR records to investigate what may or may not have led to them switching jobs at a seemingly inopportune moment? I mean, these are things that I think we’ve opened up a Pandora’s Box.

I think, like I said, we agreed to certain criteria and now we’re kind of jumping these in at right before, like everything else that we have on here, I’m totally fine with. But changing the criteria is something that I just think maybe needs more discussion in person and more thought process going into it.

Dan Onorato: Okay, thank you, Jay. Mary Lee?

Mary Lee Schneider: I think just to reiterate, Dan, what you and Matt had opened with, I think what we’re trying to do is set expectations so we can open the door to more qualified candidates, with the emphasis being on unqualified.

And as you said, with the exception of the felony conviction, this is not a yes or no kind of thing, but I guess I would challenge us.

We oversee a $10 billion entity that includes an academic medical enterprise, and you know we hire and fire the president and we set tuition rates and room and board rates for 80,000 plus students. I would like to think that we would hold folks to a higher standard.

I would want to know if someone had declared bankruptcy. I would want to know, of course, if somebody had been convicted of a felony.

I think we’re given very sacred and very important decision rights. And I think that we should set some expectations. You know, again, having gone through this, and I think, Jay, it’s a good point, and how far do you dig into what areas?

And I think that’s why you use a third party. They come back with a pretty general view on what they find, and you should have opportunities to correct that.

But I think it’s appropriate, given what our responsibilities are, that we hold ourselves to a high standard.

Dan Onorato: David?

David Morris Kleppinger: Thanks, Dan. I think we have to look at item number five here in its total context, because we’ve set up really a system of checks and balances here that would prevent the misapplication or misappropriation of any of this information.

To the extent that the composition of the nominating subcommittee is representative of the different pathways that people get to the board, as we would discuss any results that would come out of a background check.

And then we put a supermajority standard in there before anyone could be declared ineligible at a 2/3 vote. So I think there’s enough of a check and balance there that would prevent any untoward uses of this information, which certainly isn’t the intent.

And then secondly, I would say that anyone that’s on the board can eventually seek leadership positions. And to the extent that someone seeks to be a chair or a vice chair, you have to go through a far more extensive background check through the ARL system than what is presented here. So take that into account as well as you consider this as a preliminary step for anyone that would aspire to a leadership position during their tenure on the board.

Dan Onorato: Anthony?

Anthony Lubrano: Yeah. Again, I disagree with David in the sense that it’s apples and oranges he’s talking about here.

Somebody wants to be chairman or vice chairman, so be it.

But we’re talking about entry to this board and again, we’re talking about a process, at least for the alumni elected trustees, which there are nine, whereby what we’re suggesting here is we’re going to take this information and subjectively evaluate it.

Not objectively, but subjectively.

But more importantly, the bigger question is why should we even have this information? Why? Why do we need information on someone’s driving record? Why do we need information on credit? I don’t understand it, I don’t agree with it, and it makes no sense.

And I think from the vantage point of our governance responsibilities, I don’t think that they require that we do a credit check on someone.

I think that if we understand whether or not they had any felony convictions, I think that’s sufficient for us.

Let’s say you get someone’s credit information and it’s horrible credit. What are you doing with that information? What are you doing with it? 10 people are equipped to evaluate. How do you know?

I’ll give you an example. What if someone eight years ago didn’t ….? They had a situation where they had someone with the same last name as them and that person got into trouble and it ended up on a candidate’s report. The candidates had difficulty getting it off the report. But now you’re going to have the conversation with the candidate and talk about it and then how can you verify the accuracy of the answer you’re receiving?

I just think it’s overreaching and it’s not something we discussed more importantly.

We spent months and months and months on this on governance changes, and this was not something we covered, and this is significant in my view, so I’ll leave it at that.

Dan Onorato: I’m going to call on Rob, and then when Rob’s finished, I have a question for Tabitha a legal question. Rob?

Rob Beard: Okay, thanks, Dan. Real quick, something that we’ve run into in the past, and I’ll ask the attorneys to clarify.

When it comes to criminal activity, I don’t think we should get hung up on a felony.

Because my understanding and what I’ve seen in my past in vetting some candidates that some misdemeanor charges can be pretty significant, like assault, first degree misdemeanor assault, or solicitation, stuff like that.

So just to clarify, maybe one of the attorneys can weigh in when we’re talking about a criminal background check.

Number one of five here, I don’t think we should get hung up on felonies. Felonies are not the only serious offense that people can commit, and I’ve run up against that. Just some clarification.

Tabitha Oman: Rob, what was discussed in the working group was that a felony would be something that the subcommittee would consider disqualifying.

Anything short of that would fall into this category of giving the committee the opportunity to consider whether or not that conviction was something that they felt 2/3 of the committee felt was enough to deem that person ineligible to be on the ballot, so that information would still be collected and reported even if it weren’t a felony.

Rob Beard: Gotcha. Just understand that, I’ve seen some cases where misdemeanors. And it will be vetted, as you’re saying. So I appreciate that.

Dan Onorato: And I was going to go to Tabitha, but there’s three more hands that came up and they’re new hands. Evan?

Evan Myers: Yes. Thank you. Couple things.

Dan, thanks for doing this. I know how hard it is to put all this stuff together. I wanted to address Lynn’s suggestion about conferring with the governor’s office. I haven’t really had a direct discussion with the governor’s office about this, although when this first came up, obviously I informed them of what was happening.

And I do know that appointees are based on certain criteria that they have, but I’m sure that there could be a discussion. I just wanted to put that out there, but I’m not. I don’t know what that might be.

Finally, I wanted to ask this general question rather than getting into all the nuance. Obviously, whatever is adopted will be applied to the folks that will be coming.

How will all of these codes be applied to current members of the board? Or is that not something that is anticipated? Thank you.

Dan Onorato: Current members of the board. You mean these…

Tabitha Oman: Incumbents.

Evan Myers: Either incumbents or members. Yes, current members of the Board.

Dan Onorato: Is your question, what happened? What do we do with them as they come up for reappointment or reelection? Or currently, as he sit?

Evan Myers: I guess as you brought it up, maybe both.

Dan Onorato: Well, I think currently as you sit, you can’t do much. But if they’re trying to get back on again. Tabitha, you want to comment on that?

Tabitha Oman: Yeah. I believe that this process would apply to anyone newly putting their name forward as a candidate for the board, even if they’re an incumbent.

So not someone who is in the middle of their term. But, Shannon, will you please clarify exactly the words that are in the bylaws on that?

I don’t have it in front of me. I’m looking at the matrix.

Shannon Harvey: So I will clarify that. It says incumbent trustees shall additionally submit a validation of record of service when they would go for reelection.

So we would use the same screening materials, but in addition, the incumbent trustee would then be subject to a validation of record of service.

Dan Onorato: Thank you. Carl?

Carl Nassib: Yes, thank you, Dan. My point is to the social media aspect.

I think this is actually a really, really good idea that we might not be realizing is super helpful because I am one of the few people on the board who’s actually grown up with social media, and I have seen a lot of people my age get a huge amount of trouble for a photo, a comment, that when they were in high school.

And so as we move forward into the future and we’re recruiting some younger board members or board members that want to run for election. I don’t know if this is a screening process, but I know Al companies that do this type of screening as a service for free, so they can, if they do want to get elected and they do get on the board, then we’re not subject to that type of risk of, “Oh, five years ago, this person did this really ugly thing and reflects so poorly on the board”.

So I think that it we could offer it as, hey, you might be put under immense scrutiny. You should check your socials if you’ve grown up with it.

I know a lot of people on this board had their college years without social media and camera phones. So that wasn’t really a thing, but now it is moving forward into the future. So I really think that that is an important piece of board members, especially younger board members coming on.

Dan Onorato: I appreciate that, Carl. And maybe it’s a good time for me to ask Tabitha my question.

Tabitha, as I look at the candidate background checks and I called you before this meeting. I want to have the conversation now with everyone on here.

You have one through seven on there. And this came from obviously a third party, a vendor that handles these kind of background checks for boards, both I guess corporate boards, publicly traded boards, private boards.

The only two that kept coming up and any phone calls and we heard it today, the credit report and driving record. I guess my question to you is do these outside vendors use these seven just across the board or do they tailor to the type of board we’re talking about? Because that’s what the conversation is today.

Tabitha Oman: Sure.

Dan Onorato: So go ahead. I’m sorry.

Tabitha Oman: I only heard about this concern just a few minutes before this meeting. So I didn’t have a chance yet to confer with the third party vendor that I’m most familiar with or the other one that we have reached out to for a sense of what their capabilities are to know if we could ask them to remove certain elements if that was the will of the subcommittee.

I just don’t know the answer and I don’t want to assume something that they may not be able to deliver. But I will certainly ask if that is the subcommittee’s direction.

Dan Onorato: And just so before I call on the hands that are raised, the process that we’re looking at is the nominating subcommittee. Hopefully we will take a vote today that would go to the Governance Committee in November at our board meetings.

Then the governance committee will then take a vote. Would it go to the board then at that point, right?

Tabitha Oman: Correct. So there are two more opportunities to discuss this.

Dan Onorato: Yes. And if the nominating subcommittee makes a move today to positively recommend this and it goes to the governance committee. If you found something out that if we wanted to make a minor change or tweak, we could do that at that moment in time, correct?

Tabitha Oman: I believe we could tweak this up until the moment of the board approval.

Dan Onorato: Okay. I just wanted to make sure we all understood the process going forward. I’m going to go back to before I call on the non-members. Chris, you’re on the subcommittee.

Chris Hoffman: Yeah, thanks, Dan.

So when I was looking at this, I wasn’t quite sure about the driving record check. Usually that has to do with, if you’re driving a vehicle that’s owned by the corporation or whatever.

But when I looked at number three, the credit, I guess I didn’t think of that as being like what was your credit score? I thought that was more of your financial fiduciary, whether or not you owed taxes or were in some type of liability that could be detrimental to the organization. So maybe it’s just worded differently, I mean that’s how I took that.

Not on a credit report where you’re at a 700 or a 550. But it was more of do you have a federal tax liens? Do you have something that you couldn’t do your fiduciary on?

The driving part, I wasn’t sure. I guess I don’t have a real problem with that besides driving really fast. That’s just typical for a guy.

Dan Onorato: Thank you. Jay?

Jay Paterno: Yeah, look, I think this needs more discussion.

I think there’s just asking about the process if there’s an error on it and we don’t really have an answer as to how we fix that. I think in some ways it’d be irresponsible for us to vote this forward rather than us to have further discussion to make sure that what we put forward is what we want to vote on in November.

I just think there’s still a lot of questions and I would just advocate that we just hit pause on this in November, get together in person and have some more answers. I’m hearing a lot of, “Well, I can check with the third vendor if we can do this or I can check with someone if we can do that.”

That’s a lot of uncertainty for something as big a responsibility as what we’re going to vote on here.

Dan Onorato: Matt?

Matt McGloin: Thank you, Dan. I appreciate you.

So I’ve done a lot of thinking about this and not to bring up what I do on a day to day basis to what we do here with this board, but I just like to use as an example one of the things we’ve done here in Lackawanna County was a little while back we adopted the first code of conduct for our boards and authorities.

You know, outside of 32 departments we have within Lackawanna County, we also have 32 boards and authorities that we oversee. And what that was, was done for was it was done to design and promote public confidence in those appointed to serve the citizens of our county.

We want fair, ethical and accountable local government. That document talks about a number of core values, including honesty, integrity, fairness, accountability and respect. There’s also a number of other things included as well.

But similar to those boards and authorities, all of us sitting on this board now, I mean, I believe we hold a position of trust. And similar to that, we must conduct ourselves in an accountable and ethical manner.

So I just felt necessary to say that I agree with the universal screening matrix elements, Dan, thank you.

Dan Onorato: Thank you, Matt. Anthony, I’ll go to you and then I’m going to probably go for a motion here. Anthony?

Anthony Lubrano: I didn’t take my hand down. My apologies.

Dan Onorato: Okay. I see no other questions.

So here’s what I’m going to suggest and ask for today that we have a motion. I’m going to ask for a motion to approve the screening matrix the way we have it. And assuming that it’s approved, I’m going to hope that it’s approved. It’s going to move to the Governance Committee.

 Between now and then, I am going to ask Tabitha just to make sure that the credit report and the driving record. You know we just double check of the third vendor as we go forward, because I think it’s a minor change if we wanted to make it.

If we wanted to make it, if this gets approved. And I also think we can address the issue that was brought up of the timing of how this would work by the time we get to the governance committee.

So stating that I am going to ask for a motion to approve the screening matrix the way you see it here on the screen, so that it can move forward to the governance committee, which is November. What’s the date? Someone gave me the date.

Mary Lee Schneider: 7th.

Dan Onorato: Thank you. Can I have that motion?

Mary Lee Schneider: So moved Schneider.

Dan Onorato: Is there a second?

Randy Black: Second Black.

Dan Onorato: Okay, it was moved. It was seconded. All in favor say “Aye”. Opposed say “No”.

Jay Paterno: Hold on. I’m a no.

Dan Onorato: We have one.

Jay Paterno: I was just making sure I didn’t add to my driving record. There’s an officer. I kid you not. There’s an officer on 322 right near Port Royal. So if anybody’s driving there later.

Dan Onorato: Thank you. So the motion does pass. It now moves to the governance committee to consider on November 7th.

Anthony Lubrano: Parliamentary inquiry, Dan?

Dan Onorato: Yes.

Anthony Lubrano: Are all the members of the subcommittee on this call? Because I’d like a roll call vote on it.

Dan Onorato: Okay, we’ll do a roll call vote. I will ask. Is it Tabitha or Shannon does the roll call?

Tabitha Oman: Shannon Harvey.

Dan Onorato: Shannon.

Shannon Harvey: Trustee Beard?

Beard: Yes.

Shannon Harvey: Trustee Black?

Randy Black: Yes.

Shannon: Trustee Delligatti?

Delligatti: Yes.

Shannon Harvey: Trustee Fenza is absent today. Trustee Hoffman?

Chris Hoffman: Yes.

Shannon Harvey: Trustee Kleppinger?

Dan Onorato: You’re on mute, David, if you’re trying to talk.

David Morris: I’m not on mute. I am a yes.

Shannon Harvey: Trustee Krieger?

Dan Onorato: Is she here?

Shannon: She was on earlier. She is still on. Trustee Krieger?

Dan Onorato: We can’t hear you. Good.

Shannon Harvey: Trustee Onorato?

Dan Onorato: Yes.

Shannon: Trustee Paterno?

Paterno: No.

Shannon: Trustee Rowland was on earlier. He may have signed off. Trustee Rowland. Trustee Schneider?

Mary Lee Schneider: Yes.

Shannon Harvey: Trustee Schuyler Kevin?

Kevin Schuyler: Yes.

Shannon Harvey: And Trustee Schuyler Matt?

Matt Schuyler: Yes. Roll call vote. And we had one negative and that was Trustee Paterno.

Dan Onorato: And how many of the nominating subcommittees weren’t present? I counted two.

Shannon Harvey: Three. Trustee Fenza, Trustee Krieger and Trustee Rowland did not vote.

Dan Onorato: Okay, and you said Krieger is on right now. I see her on there. Can you hear us? I see her on mute. So give us the totals again.

Shannon Harvey: We had nine affirmative votes and one negative vote and three not in attendance did not vote.

Dan Onorato: So it passes. And again, this is the move it on to the governance committee. No other questions. I want to thank everybody and I will see you on November 7th. Thank you.

Dan Onorato: Thanks, Dan. Good day everybody.

Results:

Sr.

Trustee

Favor

Against

01

Trustee Beard

✔

 

02

Trustee Black

✔

 

03

Trustee Delligatti

✔

 

04

Trustee Fenza

Absent

 

05

Trustee Chris Hoffman

✔

 

06

Trustee Kleppinger

✔

 

07

Trustee Krieger

Absent

 

08

Trustee Onorato

✔

 

09

Trustee Paterno

 

✔

10

Trustee Rowland

Absent

 

11

Trustee Schneider

✔

 

12

Trustee Schuyler Kevin

✔

 

13

Trustee Schuyler Matt

✔