Penn Board of Trustees amends bylaws to reduce board size, establish member removal process

Penn made substantive changes to the structure of the University Board of Trustees earlier this month, marking the first notable bylaw reforms to the body in over a decade. 

The Nov. 10 changes were the result of a “year-long governance review process” following the resignation of former Board Chair Scott Bok in December 2023, according to Board of Trustees Chair Ramanan Raghavendran. Among the revisions were limits to the size of the body and a formal process to remove a standing member.

“Under President Jameson’s leadership, Penn has pursued broad renewal,” Raghavendran wrote to The Daily Pennsylvanian. “In the same spirit, the Board of Trustees also completed a year-long review of its structure, facilitated by outside consultants.”

Richard Chait, a professor emeritus at Harvard University who reportedly advised Penn in the amendment process, wrote to the DP that he does not “discuss client work with the press unless asked to do so by the client.” 

Raghavendran added that the revisions reflect the Board of Trustee’s intentions to conduct bylaw reviews “on a regular cadence,” and were “unanimously approved.”

“This set of statutory changes streamlines board composition, clarifies ambiguities, and modernizes the presentation of the statutes. The changes will not alter Penn's decision making, nor how the board and administration interact,” Raghavendran said to the DP. 

The amended bylaws allow the Board to have up to 40 voting Trustees — including Ex Officio voting Trustees, and four Pennsylvania elected officials — a significant decrease from the 62 seats allowed by the previous structure.

The new structure eliminates several delegations of Trustees — including charter, term, and alumni — and limits appointed board members to two five-year terms. Under the previous policies, a board member could serve two five-year terms and then serve for an additional 10 years, or until they reached the age of 70, as a charter trustee. 

“I think you need opinions and ideas of younger people who will inherit the responsibilities of the future of Penn,” Penn Emeritus Trustee Roy Vagelos wrote in a statement to the DP. “At age 96 I have had my opportunities to help develop the current University of Pennsylvania. Time for a change.”

The revised bylaws also require that at least 90% of the Board of Trustees be Penn alumni. Previous iterations of the bylaws did not address University affiliation as a criterion of the composition of the body. 

For the first time, the statutes also include a process by which a sitting trustee can be removed — through agreement from two-thirds of the voting members of the Governance Committee and approval by a majority of all voting Trustees.

Under the new policy, the Governance Committee will also “draft, maintain, and periodically update a Statement of Duties and Expectations” that defines “standards of conduct and performance for Trustees.” 

Members of the Board of Trustees will be required to annually “acknowledge receipt of, and commitment to comply with” the statement. According to the updated guidelines, the same committee will nominate Trustees for election or re-election.

While Raghavendran wrote in a statement to the DP that the decision was not made in response to specific criticism, several of the new guidelines — including a smaller board and a formal removal process — echo questions posed to the Board of Trustees by outgoing Wharton Board of Advisors Chair Marc Rowan in 2023. 

Rowan — who graduated from Penn in 1984 and received an MBA from Wharton in 1985 — circulated the list of reform questions to members of the Board of Trustees days after successfully orchestrating a pressure campaign that culminated in then-Penn President Liz Magill and previous Board Chair Scott Bok’s resignation.  

Bok and Magill resigned in December 2023 after Magill faced widespread criticism for her remarks during her congressional testimony. 

The new guidelines, updated on Nov. 10, followed a fall 2025 Stated Meeting of the Board of Trustees earlier this month. 

“While we reviewed practices at other institutions of higher education, our efforts were primarily shaped by what best serves Penn’s structure, mission, and future,” Raghavendran wrote to the DP. “Collectively, these measures embody Penn’s commitment in our values to being ‘self-improving.’”

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