The following was published on Page 3 of the spring 2016 Chautauquan.
Following eight months of analysis, consultation and community engagement, Chautauqua Institution’s Board of Trustees at its May 7 meeting accepted recommendations from its Nominating and Governance Committee designed to improve and expand its practices of good governance and to increase opportunities for input from the Chautauqua community.
These actions respond to a motion passed at the August 2015 annual meeting of the Chautauqua Corporation. In that motion, Corporation members asked Chautauqua Institution’s Board of Trustees to consider amending the Corporation’s bylaws to provide for open meetings of the Board of Trustees and to consider additional ways to provide the community with greater transparency about the work of the Board and its proceedings. At its August 2015 meeting, the Board referred the motion to the Nominating and Governance Committee for review and recommendation.
“As Trustees of Chautauqua Institution, we take our fiduciary responsibilities very seriously. Philosophically, we are committed to being as inclusive and transparent as practical within the framework of best practices for not-for-profit governance,” wrote James A. Pardo, Jr., Chair of the Board, in a February letter to Corporation members. “We recognize that the Board must represent the interests of the Institution and everyone the Institution serves — Corporation members and all other stakeholders who benefit from and participate in its mission-driven program. This is in keeping with our Chautauqua values.”
Analysis & Action on Open Meetings
Beginning in September 2015, the Nominating and Governance Committee conducted an internal and external review, including a legal assessment and a detailed analysis of the transparency and engagement practices in place at Chautauqua.
As part of its work, the Committee consulted 22 individual experts and organizations — including various not-for-profit corporations, arts organizations, homeowners’ associations, colleges, not-for-profit administrators and other Chautauquas — to understand better the practice of open meetings in the not-for-profit sector.
The Committee reported to the full Board at its November 2015 meeting and again in greater detail at its February 2016 meeting. Its findings included that:
• Nearly all of the organizations contacted — not-for-profit 501(c)(3) corporations like Chautauqua Institution — do not hold open meetings, do not plan to do so, and do not recommend it;
• The leadership of 501(c)(3) not-for-profit corporations believe (some based on experience) that open meetings would stifle discussion and creative problem-solving among trustees, limit the ability of the corporation to recruit qualified members to its board, and potentially politicize the governance process; and
• Some who were contacted and interviewed cite as an example the current era of social media and how posts, e-newsletters and tweets — instant and sometimes out of context — can quickly negate the intent of open meetings.
Experts and consultants to not-for-profit entities provided similar counsel. Combined with the legal opinion that Chautauqua’s Board is not required by law to hold open meetings, the results of the Committee’s due diligence led its members to recommend that the Board continue its current meeting policy. That conclusion was communicated to the Chautauqua community in a Feb. 23, 2016, letter from the Board’s Chair.
Expanding Practices of Good Governance
In response to the second part of the Corporation members’ motion, the Nominating and Governance Committee also recommended, and the Trustees at their February 2016 meeting agreed, to re-evaluate, expand, and re-imagine current community engagement practices and to look for additional ways to provide more transparency regarding the Board’s work at Chautauqua Institution.
The Committee once again, this time joined by the four Corporation-elected Trustees, conducted dozens of interviews with community stakeholders — including property owners, one-week visitors, denominational house representatives, leaders of and participants in community volunteer groups, open meetings advocates and off-grounds Chautauquans — to understand their involvement in Chautauqua and their ideas and recommendations for enhanced transparency and engagement with the Board and its process.
The group’s findings, presented at the May 7 Board of Trustees meeting, included:
• A strong reiteration of the Trustees’ commitment to enhanced engagement with the community and best practices in not-for-profit governance, particularly around critical matters that from time to time come to the Board for consideration;
• Noting that there currently exist a variety of opportunities for the community to engage with the Trustees in public and private settings, but that some times and places for events (such as the Trustee Open Forums and the weekly Hultquist porch chats) are inconveniently scheduled for some community members;
• Recognizing that the community does not, in a broad sense, know who the Trustees are or how the Trustees arrive at the Board table; and
• Some community stakeholders would like additional opportunities to gain insights into the governance process and have timely and regular opportunities for input into issues that come before the Board for discussion, consideration, or decision.
Based on these findings, the Committee proposed to the Trustees a series of recommendations that ensure the community has access to current information about Trustees and the Trustee nominating processes and that give the community additional opportunities to have input into the work of the Board:
Enhanced Transparency and Information Sharing
• Board meeting agenda: Beginning with the August 2016 meetings, the Board will work with the Institution to post a preliminary, draft agenda or list of topics that likely will be covered at the upcoming Board meeting. This will occur as soon as the agenda is close to finalized and, ideally, not later than two weeks prior to the meeting.
• Board meeting minutes: Beginning with the May 2016 meeting, the Board will work with the Institution to post a draft of the Board minutes approximately two weeks after the meeting, even though at that point in time the minutes will not yet have been approved by the Board (which in the ordinary course will not occur until the next regularly scheduled meeting). Where not otherwise contained in the actual minutes, a summary of key decisions also will be posted.
• The Board will work with the Institution to introduce an enhanced Board of Trustees’ webpage prior to the 2016 season that will include:
- Trustee biographies, photos and terms of service.
- Relocation of the Trustee email address to a more visible location on the website to encourage community input directly to the trustees.
- Information about the Class A Trustee nomination process, including how members of the Community might propose individuals to the Board’s Nominating and Governance Committee for consideration as future members of the Board of Trustees.
- Information about the Class B Trustee nomination process.
Additional Opportunities for Trustee Engagement
• The Board will work with the Institution in an attempt (subject to the availability of suitable times and venues) to move the Trustee Open Forums to different dates and/or times to allow for greater community participation during the 2016 season
- Trustees will host the first two porch chats this season in a different format — these will be trustee-led and focused on a strategic topic of importance to the community. Again, subject to the availability of suitable times and venues, these two initial porch chats will be moved from the traditional 9:30 a.m. Wednesday Hultquist Porch time and location to different dates, times and locations to allow for greater community participation. These will be more discussion-oriented sessions with the community and provide opportunities for input directly to the Trustees. Depending on community response, these sessions may be continued in future seasons or be tweaked with a goal of more direct Trustee and community engagement.
- The remaining porch chats during the 2016 season will be continue to be held on the Hultquist porch as in prior years and will follow the traditional staff-driven format, but subject to the availability of suitable times and dates the porch chats will be shifted on the calendar to allow for more community member attendance.
• The Trustees plan to attend more events this season including CPOA picnics and other similar community events.
• Our Board Chair will hold weekly open office hours during the 2016 season (tentatively scheduled from 4 to 6 p.m. in the Film Room at the Welcome Center) that will be open to any Chautauquan to come and discuss with the Chair any topic.
• Our Board Chair once again has offered this season to meet with any interested stakeholder groups and, subject to scheduling, to continue his informal, ad hoc “coffee in the morning or ice cream in the afternoon” meetings with individual Chautauquans.
These recommendations were adopted by the Board of Trustees at its May meeting with the plan to implement them as proposed. Look for more information on dates, times and places in The Chautauquan Daily this season.
“Throughout this comprehensive process, the Trustees were mindful of the programmatic mission of Chautauqua Institution, and the role of community in the expression of that mission,” Pardo said. “The Board believes that Chautauqua’s governance structure works well in supporting our mission, and, further, has set the stage for our continued success in sustaining and improving the Institution together — financially, operationally and physically. We welcome community engagement as we work together on the stewardship of this singular place.”