Chautauqua Foundation Inc

“Effective january 1, 2025, the board of directors approved revised bylaws for the chautauqua foundation, clarifying governance roles, updating director terms to begin on october 1 each year, and changing the criteria for chautauqua foundation membership.”

“Effective january 1, 2025, members of the chautauqua foundation, inc. Include officers, directors and former directors of the foundation, the officers, trustees and former trustees of chautauqua institution and donors whose gifts to the foundation cumulatively exceed $10,000 or more who have made a planned gift commitment to the foundation. Prior to january 1, 2025, members of the chautauqua foundation, inc. Included the officers, directors and former directors of the foundation, the officers, trustees and former trustees of chautauqua institution and donors whose gifts to the foundation subsequent to june 30, 2002 exceed $1,000, if they had not declined eligibility by a written statement and been elected by the directors; or anyone who was a member of the corporation on june 30, 2001. Membership terminated upon death, resignation, or action by the board of directors, or if any member failed to attend in person or by proxy three successive meetings of the membership and had failed to contribute to the foundation for three successive years.”

“Members of the foundation vote on minutes of the membership meetings, election of directors of the foundation and amendments to the certificate of incorporation.”

“According to the foundation's bylaws, certain governance items require approval of the membership, including amendment to the certificate of incorporation, approval of a merger, consolidation, or dissolution, and approval of the sale of substantially all of the foundation's assets.”

“The 990 was provided to the audit committee for review in advance of the audit committee meeting where it was approved. The audit committee then reports on the approval to the full board of directors. The approved form 990 is provided to the board of directors prior to filing.”

“Prior to initial election, all directors complete and sign the conflict disclosure questionnaire to identify potential conflicts of interest. Annually thereafter, directors are required to read the conflict of interest policy and confirm whether or not there have been any changes to their conflict disclosure questionnaire. The audit committee makes the final determination on potential conflicts and enforces the policy.”

“Executive director compensation is determined by the board of directors. Corporate secretary compensation is approved by the personnel committee.”

“Our form 990 and annual report, which includes our financial statements, are available on our website www.chq.org/giving/foundation, all other information is available upon request.”

“The foundation does not file a w-3. All employees are under the ein of the chautauqua institution. The foundation had 3 employees included in the w-3 of the institution for the year ended december 31, 2024. The foundation reimburses the institution for all payroll related costs.”

“Unrelated business income passed through limited partnerships -3,431. Change in value of split interest agreements -49,384.”

“The process has not changed from the prior year.”