Chautauqua Forward Frequently Asked Questions (FAQs)

What do you mean the bylaws need “modernization?” What’s wrong with them?

While CCA’s offerings have evolved over the years to keep pace with cultural and social changes, CCA’s articles and bylaws unfortunately have not. Instead, these corporate documents reflect an outdated structure that poses a substantial risk to CCA’s very existence.

Under the current bylaws, people can buy a relatively inexpensive membership (e.g., $25) that includes voting privileges. Each membership gets one vote. Parties who can afford to buy many memberships can also influence voting in the annual election of the Board of Directors. The ability to “buy” memberships (i.e., votes) and influence the composition of the CCA Board creates a situation where directors who are elected by parties with special interests are potentially conflicted when they must choose between the interests of those who elected them and the interests of CCA and the broader community.

Because the current corporate documents leave the organization vulnerable to special interests gaining undue influence at the expense of the common good, they need to be changed, or modernized, to reflect the best practices of other nonprofit organizations.

Will the proposed bylaws lead to 'commercialization' of Chautauqua?

Quite the opposite. Contrary to misleading claims of “commercialization,” the greatest risk to unwanted development at Chautauqua is the flawed system we are trying to correct. The current bylaws make Chautauqua vulnerable to special interest groups effectively “buying” seats on the board and voting for actions – including development – that support their own agendas rather than the best interests of the broader community.

The Colorado Chautauqua Association (CCA) takes its responsibility to preserve and sustain this special place very seriously. This is why very little at Chautauqua has changed over the years. Several of our buildings have been in use for over 100 years, and the Dining Hall, Auditorium and Community House are in near original condition. To continuously maintain these aging facilities, CCA reinvests over $1 million per year preserving this historic landmark. Not much has changed in other respects, either. The Colorado Musical Festival has performed at Chautauqua for over 40 years, we host about the same number of popular concerts from year to year, and about the same number of cottages are in our rental pool. Lodging revenue funds the majority of expenses at Chautauqua (and always has), including our community programming efforts, yet we keep our rates below average for the Front Range.

The proposed bylaws will not change our current preservation efforts, nor will they lead to commercialization of this community treasure. In fact, they prevent this from happening by allowing the board to appoint community representatives who understand that Chautauqua exists solely for the benefit of the community. It is an asset that belongs to all of us.

What’s the big deal? If the members don’t vote in favor of the bylaws change, what’s going to happen?

This is a very big deal for Chautauqua. The CCA Board took decisive action at their December 2019 meeting to approve updated bylaws in direct response to concerns identified by the City of Boulder regarding our flawed governance structure. Unless we fix the problem, the City is threatening to declare us in breach of our lease.

For those members who are primarily interested in taking advantage of the rich educational, cultural and entertainment options at Chautauqua, updating the bylaws would ensure CCA’s ability to continue to offer its diverse programming.

Unfortunately, the CCA Board can’t fix this problem alone. The modernized bylaws must be approved by 75% of member votes cast. We need every one of our members to vote YES to secure Chautauqua’s future. Not voting, or a “no” vote, is a vote against the future of Chautauqua.

I heard the city sent a letter to CCA. What did it say?

CCA did receive a letter from the Boulder City Attorney regarding our lease with the City. The central concern of the letter was CCA’s governance structure and its susceptibility to conflicts of interest at the board level. CCA understood his concerns to be about any special interest group gaining control of CCA through its current membership structure in order to advance private interests at the expense of the public interest. He also made it clear that if there was no clear path to correcting the situation, he would seek permission from the City Council to declare a breach of the lease.

In response, a special Board of Directors meeting was scheduled to immediately address the issue. At the meeting, our Board voted decisively 12-2 to approve modernized corporate documents on December 16 (with 1 abstaining).

If the CCA Board knew “vote buying” was a problem, why didn’t they fix the problem earlier?

CCA has been aware of vote buying for several years. In response, the CCA board passed new voting policies in 2017 and 2018 to attempt to curtail vote buying. Despite these efforts, some members found ways to circumvent the new policies, and the vote buying continued. It became evident that the best way to ensure secure elections would be to amend the bylaws.

Any change to the bylaws (i.e., even one word) must be approved by a 75% supermajority of the member votes cast. The vast majority of our culture-loving Chautauqua members are mainly interested in ticket discounts and early access to ticket purchases, and have not exercised their vote in the past. The current pressure from the City to modernize the governance structure and eliminate vote buying by special interests should be incentive for all Chautauqua members to cast a YES vote for the future of this beloved institution.

Has “vote-buying” led to issues with the Chautauqua and City of Boulder?

Yes. In the weeks preceding the most recent election, which ended on July 5th, hundreds of new memberships were purchased. Between July 3rd and July 5th alone, over 230 new memberships were sold, or about a 14% increase in just three days. This “vote buying” behavior is precisely what has led to the City of Boulder’s concerns with our governance structure.

The proposed bylaws would fix this problem by eliminating voting membership and creating a transparent community nomination and vetting process for new Board members moving forward. All other membership benefits remain the same, including exclusive, advance purchase privileges for your favorite shows and access to a wide range of discounts and member-only promotions.

The updated bylaws require the Board to reach out to the Boulder community for board nominations when seats become open.

Is it true that the proposed action to change the bylaws 'violates the Board's fiduciary duties?'

Quite the opposite is true. The Board’s fiduciary responsibilities are to act solely in the best interests of the organization as a whole. The recommendation proposed by the Board definitively upholds our fiduciary responsibilities by modernizing an outdated governance structure that creates opportunities for special interest groups to exert control over the organization at the expense of the broader community. In addition, our lease mandates that Chautauqua operate with financial independence from the city and the greatest risk to our long-term financial sustainability is the flawed system we are now trying to correct.

What’s the benefit of updating the bylaws?

The new bylaws are aligned with other nonprofit organizations in terms of governance and will address the City’s concerns regarding potential breach of the lease. The modernized bylaws create a transparent community nomination and vetting process for new Board members that:

  • Eliminates special interest influence documented in previous membership votes.
  • Provides more equitable community representation on the CCA Board.
  • Minimizes risk for potential Board member conflicts of interest.

Are memberships going away?

No. The updated articles and bylaws would not eliminate memberships! Memberships will still be available for purchase, so current and new members will continue to enjoy a range of benefits, including exclusive, advance purchase privileges for your favorite shows and access to a wide range of discounts and member-only promotions. They will just not include voting privileges.

How can I help?

Please vote YES when you receive your electronic ballot on January 29, or if you prefer, return your proxy right away to CCA and vote with the Board of Directors, who overwhelmingly voted to protect Chautauqua.

With your support, we can eliminate the risk of Chautauqua being used for the private benefit of special interest groups and instead ensure this beloved historical and cultural resource remains in service to the broader community.

Encourage other members to vote yes! We need your help to maximize voter turnout, so encourage your friends to get out the vote and consider writing a letter to your local newspaper, or reaching out to your social media network, expressing your concern about special interests gaining undue influence at Chautauqua.

What happens next?

  • If you were a CCA member as of December 17, 2019 (at 12:01 AM), you are eligible to vote and will receive an electronic ballot on January 29, 2020. Once you receive your electronic ballot, you will have a month to review the articles of incorporation and bylaws  and the summary of changes and vote “YES” to protect Chautauqua.
© Stephen Collector

© Stephen Collector