Board of Trustees 101
Updated August 2022
Did you know that Purdue's official name is "The Trustees of Purdue University"? Although Purdue has become commonly known simply as "Purdue University" for more than 151 years, the legal name signals the importance of the Board of Trustees in the life of the University. Below is an introduction to the Board of Trustees and its role.
What is the Board of Trustees?
The Board of Trustees exists pursuant to Indiana Code, the code of laws for the State of Indiana. Indiana Code provides that the Board of Trustees may take all actions necessary and expedient to keep Purdue in operation and has the authority to make all bylaws, rules and regulations required or proper to conduct and manage Purdue University.
“The Board of Trustees is the governing body of the University and is responsible for overseeing its operations and ensuring that critical decisions are made to enhance and further its mission, long-term interests and priorities,” said Michael Berghoff, chair of the Board of Trustees. “The president and our senior administrative staff work with the board to make sure decisions like tuition, enrollment goals and academic standards are consistent and aligned with the goals and vision the board has for the University. The board helps to ensure the University’s reputation endures over the decades.”
What key responsibilities does the BOT have?
Perhaps its most important responsibility is electing the University’s president, who reports to the Board of Trustees. The board works closely with President Daniels to advance the mission of the University and chart its course via initiatives such as Purdue Moves.
The board has five committees, which provide critical oversight for the well-being of the University:
* Academic and Student Affairs Committee, which oversees academic functions.
* Audit and Enterprise Risk Committee, which oversees the University's financial position, risk profile and risk financing mechanisms.
* Compensation Committee, which oversees the recruitment, compensation and retention of the president, other senior administrators, officers and coaches.
* Finance Committee, which oversees the treasurer’s management of the University’s investments, funds and trusts, and debts.
* Physical Facilities Committee, which oversees construction and renovation of University facilities, including student housing.
In addition, there is an Executive Committee, which may exercise all powers of the board during periods between its meetings.
The Board of Trustees has six regularly scheduled meetings per year. The committees usually meet in conjunction with the full board when they have items to act on or discuss. Requests for discussion and approval of such items are made through the offices of the President, Provost or Treasurer. As examples, only when the board has given its approval may the University implement new degree programs, restructure academically, make purchases over $2 million, build new buildings (such as student housing), or hire a head coach.
The trustees also serve as ambassadors for Purdue at University events and assist with securing gifts from donors.
How does the BOT document its actions on university business?
The Board’s public meetings and executive sessions are governed by Indiana’s Open Door Law (Ind. Code 5-14-1.5). Pursuant to that law, public notice is provided at least 48 hours in advance of the public meeting or executive session and posted on the Board of Trustees website.
Meeting agendas are organized and assembled by the Secretary. In that process, the Secretary receives recommendations or requests for Board action from various University offices and operations, including the Offices of the President, Provost, and Chief Financial Officer/Treasurer, the Office of Legal Counsel, Administrative Operations, and the University Development Office. For regularly scheduled (stated) meetings, agendas are generally published on the Board of Trustees website on Monday of the week of the meetings.
Consistent with widely accepted corporate governance best practices and the trustees’ duty of care, it is common and expected for Board members to receive and study materials related to agenda items in advance of a public meeting to enable them to prepare for the Board’s discussion on a matter. The Board considers all such advance materials to be advisory or deliberative until the Board has had the opportunity to ask questions and receive answers from those tasked with presenting the topic at the public meeting. Consistent with the Open Door Law, all final Board actions on a matter are taken at a public meeting.
Once minutes of a meeting are approved by the Board at its next meeting, the minutes are published on the meeting page of the Board of Trustees website. In the meantime, materials related to Board action at a public meeting may be requested from the Office of the Board of Trustees until they are published with the minutes for such meeting and placed in the University’s e-Archives. Note: this practice does not apply to records that are excepted from public disclosure under Indiana’s Access to Public Records Act (for example, materials that are attorney-client privileged or that remain advisory or deliberative).
How does someone get a seat on the BOT?
All ten trustees are appointed by the governor of Indiana, but the manner in which they are selected for the governor’s consideration varies. Three are elected by the Purdue Alumni Association, and one must be a graduate of the College of Agriculture. The remaining seven trustees include a student trustee, who is selected by the governor from a pool of ten candidates presented by the Student Trustee Search Committee. The student trustee can be an undergraduate or graduate student from the West Lafayette, Purdue Fort Wayne or Purdue Northwest campus.
Who currently serves on the BOT?
Members of the Board of Trustees are Sonny Beck, Michael Berghoff, JoAnn Brouillette, Theresa Carter, Vanessa Castagna, Malcolm DeKryger, Mark Gee (student trustee), Michael Klipsch, Gary Lehman, and Shawn Taylor. They volunteer their time to serve on the board and are passionate about Purdue University’s success.
Former trustees whose names the University community may recognize include John Purdue, David Ross, U.S. President Benjamin Harrison, Robert Heine, John and William Hillenbrand, Maurice Knoy, Keith Krach, and Bruce White.
Who is the chair of the BOT?
Michael Berghoff currently serves as chair. As his biographical page states, he is a 1985 Purdue graduate with a degree in industrial management. As a student, he played football. He is the founder and president of Lenex Steel Corp., the largest steel fabricator in the region. Lenex Steel is headquartered in Indianapolis.
Are there term limits for members of the BOT?
The trustees’ terms are three years, with the exception of the student trustee, who serves a single, two-year term. The governor may reappoint trustees for successive terms. JoAnn Brouillette is the longest-serving of the current members of the Board of Trustees, having joined the Board in 2006.
Who reports to the BOT?
The president and corporate secretary report directly to the Board of Trustees. The treasurer, assistant treasurer, general counsel, deputy general counsel and assistant secretary have an indirect reporting relationship to the Board of Trustees because of their dual role as officers of the board.
Is there anything else you think someone should know about the BOT?
The Office of the Board of Trustees is on the second floor of Hovde Hall near the Office of the President. The office has a staff of two: the corporate secretary and senior executive assistant; and an executive assistant. On occasion, they will reach out to members of the campus community on behalf of one or more of the trustees to request information or make various arrangements for the trustees. The Office of the Board of Trustees also serves as the clearinghouse for communication with the trustees. For example, if a department wishes to invite the Board of Trustees to an event, such invitations should be made through the Office of the Board of Trustees so that the staff can notify trustees of the event and facilitate their attendance.