In the spirit of Chautauqua’s summer of gratitude, members of the Chautauqua Institution Board of Trustees’ Nominating and Governance Committee were honored to participate in a recent community governance conversation at the invitation of the Chautauqua Property Owners Association (CPOA). We are grateful for the opportunity to answer questions about board governance, trustee service, and the board’s role in advancing Chautauqua Institution’s mission. The following are highlights from that conversation. 

What is the role of the Nominating & Governance Committee? 

• The Nominating and Governance Committee is committed to building and sustaining a strong, effective, and forward-looking board by advancing governance excellence and strengthening the Board’s governance framework. 
• The Committee helps strengthen board composition and governance through thoughtful succession planning, trustee recruitment and development, governance policies, committee charters, trustee orientation, Board education, governance best practices, and Board evaluations. 
• The Committee also supports continuous board effectiveness through trustee skills self-assessments, periodic Board assessments, governance education, and ongoing Board development. 
• Together, these efforts help build a board whose collective skills, expertise, experience, leadership, diversity, geographic representation, perspectives, and competencies align with Chautauqua’s mission, strategic priorities, and long-term governance needs—promoting transparency, accountability, informed decision-making, thoughtful stewardship, and collaborative governance in service to the Chautauqua community for generations to come. 

What is the difference between Class A and Class B Trustees? 

• The Board of Trustees is composed of 24 Trustees — 20 Class A Trustees and 4 Class B Trustees. 
• The difference is how Trustees are elected — not how they serve. 
• Class A Trustees are elected by the Board of Trustees and are not required to be Chautauqua property owners, although many are. Class B Trustees are elected by the members of the Chautauqua Corporation (the Institution’s property owners). 
• The distinction ends with the election. Once elected, every Trustee serves as an equal member of one Board of Trustees. Every Trustee has the same fiduciary duties, voting rights, voice in Board deliberations, and responsibility to act in the best interests of Chautauqua Institution. There are two pathways to Board service—but only one Board. 

How are Class A and Class B Trustees identified and recommended? 

• For Class A Trustees, the Nominating & Governance Committee maintains a year-round candidate pipeline to support thoughtful Board succession planning, welcomes recommendations from across the Chautauqua community, and evaluates prospective candidates based on their leadership experience, governance perspective, mission alignment, and the Institution’s current and future governance needs. The Committee then recommends a slate of candidates to the Board, which elects Class A Trustees at its annual August meeting. 
• For Class B Trustees, candidates must be Chautauqua property owners and are elected directly by the members of the Chautauqua Corporation (the Institution’s property owners) at its Annual Corporation Meeting in August.  

How are new Trustees prepared for Board service? 

• The Nominating & Governance Committee, together with Board leadership, Committee liaisons, and Chautauqua leadership, provides a comprehensive Trustee orientation and onboarding program to help each newly elected Trustee understand the Institution’s mission, governing documents, fiduciary responsibilities, governance practices, strategic priorities, and Board culture. 
• Trustee education continues throughout Board service through governance education, Board development, and ongoing opportunities for continuous learning. 

How is the Board organized? 

• The Board conducts much of its work through committees, working groups, and, when appropriate, ad hoc committees, allowing important issues to receive thoughtful study before recommendations are presented to the full Board. 
• This governance structure promotes collaboration, informed decision-making, and effective oversight while the full Board retains responsibility for major governance decisions under the Charter and By-Laws. 

Why does the Board use working groups? 

• Working groups provide flexibility to study emerging opportunities and challenges, engage relevant expertise, and develop thoughtful recommendations for Board consideration. 
• They strengthen informed decision-making while allowing the Board’s governance work to evolve as the Institution’s priorities and needs evolve. 

What are Trustee terms? 

• Both Class A and Class B Trustees are elected to four-year terms and may be re-elected to a second consecutive four-year term. 
• The Board Chair is elected to a two-year term and may be re-elected to three consecutive two-year terms. 

What is expected of a Trustee? 

• Trustee service is a meaningful volunteer commitment grounded in fiduciary responsibility, thoughtful preparation, active engagement, and stewardship of Chautauqua’s mission. Trustees are expected to come to every meeting prepared, informed, and ready to engage in thoughtful discussion and decision-making. 
• Trustees serve without compensation and are responsible for their own travel and most expenses associated with Board service. In addition to contributing their time and expertise, Trustees are encouraged to demonstrate philanthropic leadership in support of Chautauqua’s mission through the gift of their time, talent, and treasure. 

What does Board service involve? 

• Board service is a year-round commitment that extends well beyond attending Board meetings. 
• The Board holds four quarterly in-person Board sessions each year—in November, February, May, and August. The November, February, and May sessions typically include a full-day governance and strategic session featuring strategic discussions and committee updates, followed by a half-day formal Board business meeting, when the Board considers and acts on matters before it. 
• Trustees serving on the Architectural Review Board (ARB) and the Executive Committee also participate in additional Thursday meetings, extending their Board session by an additional day. 
• Much of the Board’s governance work occurs between quarterly Board sessions through Board committees, working groups, and, when appropriate, ad hoc committees. These groups study issues in depth, exercise governance oversight, and develop thoughtful recommendations for consideration by the full Board.  
• Committee assignments are made by the Board Chair based on the Board’s needs, Trustees’ experience and expertise, and individual interests. 

Why are governance and transparency so important? 

• Strong governance is strengthened through transparency, accountability, thoughtful communication, and meaningful community engagement. 
• Open dialogue builds understanding, strengthens trust, and reinforces our shared commitment to Chautauqua’s mission, its future, and the stewardship we share together. 

With Gratitude 

In the spirit of this Summer of Gratitude, we extend our sincere thanks to the Chautauqua Property Owners Association (CPOA) for the invitation to engage in this important conversation, and to everyone who joined us with thoughtful questions, genuine curiosity, and a shared commitment to Chautauqua. 
 
We believe that strong governance is built through transparency, accountability, collaboration, continuous learning, and thoughtful stewardship. We look forward to continuing these conversations as we work together to strengthen governance, foster trust, and ensure Chautauqua Institution continues to thrive for generations to come! 

To learn more about the Board of Trustees, Board meeting minutes, trustee elections, Board committees — or to contact the Board of Trustees — we invite you to visit the Board of Trustees landing page.

On behalf of the Committee,
Sara Ponkow, MD
Chair, Nominating & Governance Committee

The Nominating & Governance Committee
Chautauqua Institution Board of Trustees