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.

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) and not less than fifteen (15) 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, Shannon Rozner, 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 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 prior to the election to be eligible to vote. Please contact the Corporate Secretary, Shannon Rozner, at srozner@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:
      Shannon Rozner, Esq.
      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 srozner@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 Shannon Rozner, Corporate Secretary, at srozner@chq.org or (716) 357-6246.