Trustee Nomination and Election Process

Annual CHQ Corporation Meeting & Class B Trustee Election: August 9, 2025, starting at 12 p.m. in the Hall of Philosphy

Background

The Charter of 1902 enacted by the New York State Legislature established the Chautauqua Institution by, among other things, consolidating into a single not-for-profit corporation the assets and liabilities of the previously existing Chautauqua Assembly, Chautauqua University, and Chautauqua School of Theology.

Under the Charter, the government and control of the Institution is vested in a board consisting of twenty-four (24) trustees. The Charter provides for twenty of those trustees (officially designated in the Charter as “Class A”) to be elected by the trustees and for four (4) of the trustees (officially designated in the Charter as “Class B”) to be elected by the owners of property within the CHQ grounds, which owners comprise the members of the corporation. Regardless of designation, all trustees — whether in Class A or in Class B — are equal and full members of the Board of Trustees, owing the same duties of loyalty and due care to the Institution regardless of how they came to become trustees. Interestingly, although property ownership is required only for member-elected trustees in Class B, nearly all of the current trustees own property on the CHQ grounds.

Today, Chautauqua Institution trustees are elected to a four-year term and typically are eligible to serve two consecutive terms. Upon a showing of unique circumstances, however, a trustee may serve a third consecutive four-year term, although the Institution’s by-laws provide that such an arrangement should be utilized rarely and, in fact, in modern times only a single trustee has served three consecutive four-year terms.

The board chair and one or more vice chair(s) are elected in odd numbered years at the board of trustees’ meeting held in the month of August, for terms of two years. The board chair need not be a member of the board at the time of his or her election as chair. The board chair and vice chair(s) shall not be eligible for election to more than three successive terms as chair or vice chair(s) without the lapse of at least one year after the end of his or her prior service in such roles.

Class A Nomination Process

The Nominating and Governance Committee of the Board of Trustees is responsible for identifying, vetting, and recommending Class A trustee candidates. In practice, the Nominating and Governance Committee seeks recommendations for trustee candidates from current and former members of the board, from the Institution’s president and its senior staff, from the directors and leaders of the Chautauqua Foundation, and from other interested Chautauquans.

Its evaluation of possible candidates includes a desire to maintain and enhance the diversity now found on the board while, at the same time, matching the skill sets of trustee candidates to the needs of the board and its committees. Simply by way of example, the Nominating and Governance Committee often seeks individual candidates who, among other things, have prior, proven experience on other public or private corporate boards and who possess skills in subject matter areas such as marketing and branding, technology, the environment, education, recreation, investment and finance, land use development, strategic planning, the law, the arts, public policy, non-profit management, media, government and public service, religion, financial or strategic consulting, and development and fundraising.

Elections for Class A trustees occur at the board of trustees’ meeting held in the month of August. The Nominating and Governance Committee will advise the Secretary of the Chautauqua Institution in writing not more than thirty (30) and not less than fifteen (15) days in advance of that meeting of the identity of its to-be-recommended nominee(s) for the position of Class A trustee to provide the Secretary with sufficient time to ensure the compliance by the nominee(s), prior to election, with the requirements of the corporation’s Conflict of Interest Policy as required by New York State Not-for-Profit Law.

Class B Nomination Process

Elections for Class B trustees occur at the annual meeting of the members of the corporation, which pursuant to the Institution’s by-laws shall be held between the hours of 8 a.m. and 8 p.m. Eastern Time on the second Saturday of August in each year on the Chautauqua Institution grounds at Chautauqua, New York. The specific time of the annual meeting of the Members of the Corporation will be fixed by the Board of Trustees.

Any member of the Corporation is eligible to be nominated for election as a Class B Trustee. 

Nominations for Class B Trustee must be submitted by a member of the Corporation.  

All nominees for the position of Class B Trustee shall be identified in writing to the Secretary of the Chautauqua Institution not more than thirty (30) (July 7, 2026) and not less than fifteen (15) (July 23, 2026) days in advance of the scheduled date (i.e., the annual meeting of the Members of the Corporation) for their election to provide the Secretary with sufficient time to ensure that each such nominee is eligible for election as a Class B Trustee under Section 5 of the Charter, to ensure the compliance by the nominee(s), prior to election, with the requirements of the Corporation’s Conflict of Interest Policy as required by New York State Not-for Profit Corporation Law, and to make adequate arrangements for the time-consuming logistics associated with presentation of multiple nominees for the position of Class B Trustee at the annual meeting of the Members of the Corporation. In order to be placed on the ballot for election, each nominee for the position of Class B Trustee must submit to the Corporate Secretary by 5 p.m. Eastern Time on the third (3rd) business day after a request by the Corporate Secretary, any and all documents and related information reasonably requested by the Corporate Secretary to verify the nominee’s eligibility as a Class B Trustee. For purposes of the election of any Class B Trustee, the Members of the Corporation entitled to vote at any annual meeting (and their voting designees or holders of proxies) shall be as reflected on the books and records of the Chautauqua Institution on and as of a record date that is fifteen (15) days prior to the date of the annual meeting of the Members of the Corporation.

Potential nominees for the position of Class B trustee may contact the Corporate Secretary, Angela Schuettler, for more information on this process.

Class B Trustee Election Voting Eligibility and Process for Chautauqua Institution Property Owners

As a property owner at Chautauqua Institution, you are a member of the Chautauqua Institution Corporation and may be eligible to vote in the election of a Class B Trustee at the Corporation’s annual meeting in August. Here are the key points and instructions regarding your voting rights and the process:

Voting Eligibility

People who own property in their name alone (sole owners) are automatically eligible to vote in the Class B Trustee election. If your individual name is on your deed, and no other person or entity is also listed as an owner on the deed, you are a sole owner.

All other property ownership types must designate an individual to vote that property (see below). An individual can only cast one vote for themselves but may hold proxies for other eligible voters. If an individual owns multiple properties, they may only vote one of them. If multiple individuals own multiple properties jointly, they may each vote one property and should designate a different voter for each property. For example, if two siblings own two properties jointly, one sibling may be the designated voter for one property and the other may be the designated voter for the second property. 

Property owners who change the type of ownership on their property by putting the property in trust, forming an LLC, etc. must designate a new voter after the change is made to be eligible to vote in future elections.

Designated voters remain designated in future elections unless and until a new voter is timely designated in writing for the property.

Designated voters must be designated at least 15 days (July 23, 2026) prior to the election to be eligible to vote in it. For example, if the election is scheduled for August 17 in any given year, the property owners must have designated a voter for it on or before August 2. A designated voter form is available here on the Trustees webpage.

Proxies

If you are unable to be present the day of the election, you may assign a proxy to cast your vote.  The proxy must be assigned at least 15 days (July 23, 2026) prior to the election to be eligible to vote. Please contact the Corporate Secretary, Angela Schuettler, at aschuettler@chq.org to request a proxy form.

Proxies are only good for one election and do not carry to the following year.

Designated Voter Criteria

  • Property Held by “Real Persons”: The designated voter must one of the individuals named on the deed. For properties owned by two individuals, both must sign the designated voter form designating one of them as the designated voter. If there are more than two owners, the majority (3 out of 4; 3 out of 5; 4 out of 6; 4 out of 7; etc.) must sign the form.
  • Trust-Owned Property: The designated voter must be a trustee. If there are co-trustees, the majority must sign the designated voter form.
  • Estate-Owned Property: The fiduciary (executor or administrator) of the estate is the designated voter. If there are co-fiduciaries, the majority must designate the voter.
  • Entity-Owned Property: For properties owned by corporations, LLCs, partnerships, or similar entities, the governing body must designate an officer, member-manager, manager, or general partner to vote. Signatories, by signing, certify they have the authority to designate a voter.
  • Condominium Units: Each unit is a separate property, and the deeded owners of that unit should designate a voter.
  • Long-Term Lessees: Lessees with a lease of 99 years or longer may serve as the designated voter for the leased property.

Legal documentation must be provided showing the individuals associated with an entity owner. Examples include trust documents, LLC formation papers and/or operating agreements or partnership agreements.

Process for Correcting/Submitting Information

  • Voter Designation Form: This form is the only way to assign a designated voter or to make corrections or changes to the designated voter. It must be received by the Secretary of the Corporation at least 15 days before the Corporation meeting (the “record date”). Voter Designation Form (PDF)
  • Proxy Form: This form is the only way to assign a proxy to vote in your place if you are unable to be present at an election. Proxy forms are assigned unique identifier numbers, so please reach out to the Corporate Secretary to request one. The form must be signed by a majority of the relevant individuals. (see above)
  • Submission Methods
    • Mail completed forms to:
      Corporate Secretary
      Chautauqua Institution
      P.O. Box 28
      Chautauqua, NY 14722
      Note that receipt of a mailed form cannot be verified unless sent via certified mail.
    • Email: Email the form as a PDF to aschuettler@chq.org. Request a reply email for verification of receipt.
    • Drop off: Forms may be dropped off at 1 Ames Avenue, Chautauqua, NY (the Colonnade Building). If there is no receptionist in the lobby, please go to the intercom at the back of the lobby, scroll to the second page of the directory, and buzz the President’s Office.

Thank you for your investment in Chautauqua Institution. Your participation helps ensure accurate records for the Class B Trustee election. If you have any questions, please feel free to contact Angela Schuettler, Corporate Secretary, at aschuettler@chq.org or (716) 357-6222.

Chautauqua Deed 

What is a Chautauqua Deed? 

A Chautauqua Deed includes specific covenants that must be present in every deed for properties located within the grounds of Chautauqua Institution. Additionally, the Institution must acknowledge the sale by signing off on the deed. These covenants function similarly to those found in homeowners’ associations (HOAs) or gated communities, where property owners agree to comply with established rules and regulations. 

It is important to note that Chautauqua Institution’s acknowledgment of the deed does not imply approval or permission to sell the property. Instead, this requirement ensures that the Institution is informed of the property transfer and has the opportunity to confirm that covenants pertaining to it are included. 

Language That Must be Included in Deeds for Properties on Chautauqua Institution Grounds: 

*Please note that references to “part__” should be filled in to be “party” or “parties” as appropriate. 

Also granting and releasing all of the rights of the grantor(s) herein to pass over the streets, avenues, ways and parks now maintained or which may hereafter be maintained by Chautauqua Institution within its grounds, it being expressly understood that all of such streets, avenues, ways and parks are, and shall remain, private property of Chautauqua Institution, and shall be used only in accordance with the rules, regulations and ordinances of said Chautauqua Institution, now existing or hereafter made, and that Chautauqua Institution has reserved the right to discontinue said streets, avenues, ways and parks, or any of them, and to provide such other streets, avenues, ways and parks as from time to time may be determined upon by it. 

TOGETHER with the appurtenances, and all the estate and rights of the part__ of the first part in and to said described premises. 

To have and to hold, the premises herein granted unto the part__ of the second part, and the heirs, executors, administrators and assigns of the part__ of the second part forever, subject, however, to the following covenants and conditions. 

The second part__ has purchased the premises above described and agrees to hold, use and dispose of the same, subject to all the by-laws, ordinances, rules and regulations of Chautauqua Institution, including, but not limited to, the Architectural and Land Use Regulations, now existing and those which may hereafter be made of Chautauqua Institution and purposes thereof, this conveyance being given and accepted under the following terms and conditions, all of which the part__ of the second part, and the heirs, executors, administrators and assigns of the part__ the second part, agree to observe and to perform. 

FIRST, the premises hereby conveyed shall be used for the purpose of a private residence only, and not for any other purpose whatsoever, unless and until the consent to some other or different use shall be given by Chautauqua Institution in writing. The second part__ shall not, without such consent upon said premises, keep for sale or sell any goods or merchandise of any kind, nor furnish board, food, lodging or rooms for hire, nor carry on or permit to be carried on any trade, business or profession. 

SECOND, the premises shall not be sold or leased in whole or in part without the written consent of Chautauqua Institution. 

THIRD, no building or structure of any kind shall be placed or maintained within ten (10) feet of the boundary lines of said premises without the written consent of Chautauqua Institution. 

FOURTH, no intoxicating liquor shall be sold or kept for sale on said premises. 

FIFTH, the giving of this deed shall in no way and to no extent confer upon the second part__, the right to enter upon the grounds of Chautauqua Institution or to pass through its gates, except upon the payment of fees and upon conditions and subject to all of the rules and regulations prescribed by Chautauqua Institution. 

SIXTH, the second part__ undertakes and agrees to pay to Chautauqua Institution all reasonable charges made by it for water, sewer, sanitary services, fire protection, garbage collection and for all other services and materials furnished by Chautauqua Institution for use upon or for the benefit of said premises or at the request of the owner thereof or its agents. 

SEVENTH, upon a breach or violation of any of the terms, conditions or provisions by the second part__ or by others with its consent or permission, Chautauqua Institution may take any and all legal remedies available to it including, but not limited to, action for damages, action for specific performance, both temporary and permanent injunctive relief and such other legal remedy as may be appropriate in the circumstances. The adoption of any one legal remedy shall not be a bar to adopting any other remedy. The part__ of the second part shall be responsible for the costs, including reasonable attorneys’ fees, of the enforcement of the conditions, restrictions and covenants affecting the property and of any remedy available to the Chautauqua Institution, and such costs shall be a lien upon the above-described lands owned by the part__ of the second part. 

EIGHTH, the conditions, restrictions and provisions herein contained are for the benefit of Chautauqua Institution, as the owner of other lands at Chautauqua, New York, and for the benefit of all owners of lands on the grounds of Chautauqua Institution, to the end that the purposes for which the Institution was established and has been maintained, may be carried out. 

SUBJECT TO THE FOREGOING COVENANTS AND RESTRICTIONS AND CONDITIONS, the part__ of the first part further covenant as follows: 

That the part__ of the second part shall quietly enjoy said premises. 

That said part__ of the first part will forever WARRANT the title to said premises. 

That in compliance with Sec. 13 of the Lien Law, the part__ of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. 

All the terms and conditions of this deed shall bind and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the grantors and the grantees, and shall run with the land. 

Chautauqua Institution hereby consents that the premises described in the foregoing deed may be sold to the part__ mentioned therein and in accordance with the terms of this instrument. 

CHAUTAUQUA INSTITUTION 

By: ____________________________________ 

STATE OF NEW YORK ) 
)         SS. 
COUNTY OF CHAUTAUQUA ) 

On the _____ day of ____________ in the year 20_____, before me, the undersigned, a notary public in and for said state, personally appeared ___________________________________ of Chautauqua Institution, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that (s)he executed the same in their capacity, and that by their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 

_______________________________________ 
Notary Public