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 Chautauqua 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 Chautauqua 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 ten (10) 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 takes place on the second Saturday of August beginning at 10:00 a.m. Any member of the corporation (i.e., the owner of property on the institution grounds) is eligible to be nominated for election as a Class B trustee. Typically, the Chautauqua Property Owners Association will nominate a candidate for the position of Class B trustee at the annual members meeting, and it often is the case that the CPOA nominee is elected by acclamation.
All nominees for the position of Class B Trustee must be identified in writing to the Secretary of the Chautauqua Institution not more than thirty (30) and not less than ten (10) days in advance of the the annual meeting of the members of the corporation, to provide the Secretary with sufficient time to ensure that each such nominee is eligible for election as a Class B trustee, 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, and potentially to make adequate arrangements for the logistics associated with presentation of multiple nominees for the position of Class B trustee at the annual meeting of the members of the corporation.
Potential nominees for the position of Class B trustee are welcome to contact the Secretary of the Chautauqua Institution, Rindy Barmore, for more information on this process.