Trustee Nomination Process
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 (the 2023 Annual Corporation Meeting will be held Saturday, August 12 at 12 p.m. in the Hall of Philosophy.
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 12, 2023) and not less than fifteen (15) (July 28, 2023) 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) (July 28, 2023) 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, Shannon Rozner, for more information on this process.