135. Church Board Chairs — Observations re “The Report Regarding the University of Pennsylvania State University”

Most are aware of the unfortunate events surrounding the Pennsylvania State University former employee, Gerald Sandusky. Recently Judge Louis Freeh made public his report into the “the facts and circumstances of the actions of The Pennsylvania State University surrounding” this matter. He accompanied this report with various remarks. I can make no judgment regarding their accuracy. In particular he noted that although the Task Force “found no evidence that the Penn State Board of Trustees was aware of the allegations regarding Sandusky in 1998 and 2001, that does not shield the Board from criticism.”

Mr. Freeh noted the following criticisms:

1. “…the Board – despite its duties of care and oversight of the University and its Officers – failed to create an environment which held the University’s most senior leaders accountable to it.”

2. “The Board failed in its duty to make reasonable inquiry into these serious matters and to demand action by the President.”

3. “The President, a Senior Vice President, and General Counsel did not perform their duty to make timely, thorough and forthright reports of these 1998 and 2001 allegations to the Board. This was a failure of governance for which the Board must also bear responsibility.”

4.The Task Force also found that:

  • “The Board did not have regular reporting procedures or committee structures to ensure disclosure of major risks to the University;”
  • “Some Trustees felt their meetings were a ‘rubber stamp’ process”…;
  • “The Board did not independently ask for more information or assess the under-reporting… and thereby failed to oversee properly his executive management of the worst crisis in Penn State’s history.”

These quotations are from published “Remarks of Louis Freeh in Conjunction with Announcement of Publication of Report Regarding the Pennsylvannia State University,” released the week of July 10, 2012.

In its formal  list of recommendations to the Board of Trustees, the Task Force indicated that the Board:

1. should review “the structure, composition, eligibility requirements and term limits of the Board” which currently comprises 32 members, with many serving 12 or more years;

2. should adopt “an ethics/conflict of interest policy for the Board that includes guidelines for conflict management and a commitment to transparency regarding significant issues;”

3. should include some training on “ethics and oversight responsibilities” in board member orientations;

4. should “rotate Committee Chairs every five years or sooner;”

5. should “use the Board’s Executive Session/Question Period with the President to make relevant and reasonable inquiry into substantive matters and to facilitate sound decision-making;”

6.  should “increase and improve the channels of communication between the Board and University administrators;”

7.  should “develop a critical incident management plan, including training and exercises, for the Board and University administrators.”

These recommendations are found on pages 134-136 of the Formal Task Force Report.  The full report is 162 pages. If these are accurate reflections of the way in which the Penn State University Board of Trustees acted in this matter, then they call for some serious reflection.

My interest in drawing attention to the remarks made regarding the board of Penn State University solely relates to the similar issues it raises for chairpersons of church boards. These boards similarly provide governance leadership for non-profits whose activities normally involve the interaction of adults and children. Chairpersons of church boards would do well to reflect on some of these recommendations because similar dynamics can and do arise in the way that church boards operate and relate to the ministry staff. Let me suggest four areas of relevance:

1. Church boards seldom are as large as that found at Penn State University. However, it is the case that congregations have a limited pool of candidates from which to draw and often the same individuals serve as board members for multiple terms. As well many church board members are some of the most significant financial contributors to the congregation’s operations. Continuity among board members has its advantages, but when continuity transforms into complacency, entitlement, and reluctance to hold leadership accountable, then continuity breeds dysfunction. The issue of development and recruitment of new board members and the consistent evaluation of the board as a whole and members in particular are processes important to the renewal and vitality of a church board.

2. It was surprising to me that a board of such a prestigious university lacked “an ethics/conflict of interest policy for the board” which defines “guidelines for conflict management and a commitment to transparency regarding significant issues.” I wonder how many church boards similarly lack such a policy? Here again the culture of a church board and the biblical values it articulates (.e.g. trust, harmony, integrity, truthfulness, etc.) will lead many board members to presume that such a policy is unnecessary for church boards. However, one can point to numerous examples of board members  participating in decisions and doing so with direct conflict of interest issues, whether expressed or hidden. Without policy in place to which all board members give knowledgeable assent, it becomes very difficult if not impossible for a chairperson to protect the board in such matters.

3. I also find constant confusion among church board members about the distinction between confidentiality and transparency. Chairpersons would assist board members in these matters by defining these two terms carefully and providing examples of appropriate confidentiality and appropriate transparency. You cannot assume that church board members understand the difference and their responsibilities in both matters.

4. The Task Force recommended that the board “ensure that the University President, General Counsel…thoroughly and forthrightly brief the Board of Trustees at each meeting on significant issues facing the University.” What kind of reporting does your church board receive from your lead pastor? What guidelines has the board given to the lead pastor to direct him in what his reports to the board must contain and may contain? Does your church board receive a formal report from the lead pastor at every meeting or is there merely a sharing of verbal anecdotes? How does your church board become informed about “significant issues” facing your congregation? Have you mandated that the lead pastor has obligation to inform the board about all such issues? What happens if he does not?

I am sure other aspects of board leadership and operations could be addressed. However, the experience of the Board of Trustees at Penn State University bears sober reflection by the chairs of church boards. There is much to be learned.

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