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TABLE OF CONTENTS
(As amended through 2011)
 
Membership
   
Meetings of Members
Annual Meetings
Special Meetings
Notice of Meetings
Quorum
Proxies
   
Board of Commissioners
Powers
Number and Term
Representation and Qualification
Board Committees, Special Committees, Task Forces
Executive Committee
Election of Commissioners
Removal
Vacancies
Additional Board Positions
   
Meetings of Board of Commissioners
Annual Meeting
Regular Meetings
Special Meetings
Notice of Meetings
Quorum
Meetings Held by Telephone or Similar Communications Equipment
   
Actions by Written Consent
   
Waiver of Notice
   
Officers
Officers Enumerated
Terms of Office
The Chair
The Vice Chair
The Secretary
The Treasurer
Vacancies
Removal
   
President
Appointment, Terms and Conditions of Employment, Duties and Responsibilities, Performance Review, Termination
   
Administrative and Financial Provisions

Section 9.1

Annual Dues
Fiscal Years
Loans Prohibited
Corporate Seal
Books and Records
Amendment of Bylaws
Rules of Procedure

ARTICLE I
MEMBERSHIP

The membership of the Northwest Commission on Colleges and Universities (“commission”) consists of all degree-granting collegiate level institutions of higher education accredited by the commission (“members” or “membership”). Institutions with the title of “candidate for accreditation” are entitled to notice of all membership meetings and to attend such meetings but are not entitled to vote.  Members entitled to vote are those who have paid their current membership dues. For purpose of notice and voting, each member shall specify a representative authorized to receive notices and to vote on the member's behalf, and shall provide the commission with the member representative's current mailing and electronic address.

 
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ARTICLE II
MEETINGS OF MEMBERS
Section 2.1   Annual Meetings.   The membership shall meet annually to transact business properly before the membership. The Chair (“Chair”) of the board of commissioners (“board”) shall set the time and place for the annual meeting.
Section 2.2   Special Meetings.   Special meetings of the membership for any purpose or purposes may be called at any time by the Chair, or by a majority of the entire board, at a time and place the Chair or the commissioners prescribe.
Section 2.3   Notice of Meetings.   Written or electronic notices stating the date, place and time of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the meeting date to each member representative designated as required by Article I of these Bylaws. Notice shall be delivered personally, electronically, and/or by mail, at the direction of the Chair. If mailed, such notice shall be deemed delivered when deposited in the United States mail, first class postage prepaid, addressed to the member representative at the address provided the commission as required by Article I of these Bylaws.
Section 2.4   Quorum.   One-tenth (1/10th) of the members entitled to vote, and represented in person or by proxy or electronic proxy, constitutes a quorum. If a quorum is present, a majority of votes cast by the members represented in person or by proxy or electronic proxy shall be necessary to adopt or approve any matter voted on.
Section 2.5   Proxies.   At any membership meeting, any member may vote by proxy, or by electronic proxy, executed in writing and/or electronically signed by the member representative. A proxy shall be valid only if executed and dated within eleven (11) months prior to the date of the meeting at which the proxy vote is cast.
 
ARTICLE III
BOARD OF COMMISSIONERS
Section 3.1   Powers.   The affairs of the commission shall be managed by the board.
Section 3.2   Number and Term.  The number of commissioners shall not be more than twenty-six (26). The board, by amendment of these Bylaws, may increase or decrease the maximum number of commissioners, but no decrease in number shall shorten the term of any incumbent. The term of a commissioner is three (3) years. Except as provided in Article VII, section 7.2 of these Bylaws, a commissioner may not serve more than two (2) consecutive terms, not including any partial term served in filling an unexpired term vacancy.
Section 3.3   Representation and Qualification.   The board shall be constituted as follows:

At least three (3) persons from institutions that grant the baccalaureate and/or higher degrees, with consideration for diversity of institutions and geographical distribution in the Executive Committee's nomination or Chair's appointment of such persons . Each commissioner described in this subsection must be actively employed by a member. Whenever a commissioner described in this subsection leaves active employment by a member, that commissioner's board position becomes vacant immediately.

At least three (3) persons from institutions that grant less than the baccalaureate degree, with consideration for diversity of institutions and regional distribution in the Executive Committee's nomination or Chair's appointment of such persons . Each commissioner described in this subsection must be actively employed by a member. Whenever a commissioner described in this subsection leaves active employment by a member, that commissioner's board position becomes vacant immediately.

At least one (1) person from the region’s tribal colleges. Each Commissioner described in this subsection must be actively employed by a member institution. Whenever a Commissioner described in this subsection leaves active employment by a member institution, that Commissioner’s board position becomes vacant immediately.

At least one-seventh (1/7th) of the commission membership must be persons representing the general public. Representative of the public means a person who is not

   

(1) An employee, member of the governing board, owner, or shareholder of, or consultant to, an institution or program that either is accredited or preaccredited by the agency or has applied for accreditation or preaccreditation;

   

(2) A member of any trade association or membership organization related to, affiliated with, or associated with the agency; or

   

(3) A spouse, parent, child, or sibling of an individual identified in paragraph (1) or (2) of this definition.

Not more than two (2) persons from higher educational institution(s) of a region or regions outside of the commission's region. Such persons must be actively employed by an institution that is accredited by an agency recognized for accreditation purposes by the United States Department of Education.

The President of the commission (“President”) ex officio  with voting rights.
Notwithstanding the foregoing, the board shall not be out of compliance with the requirements of this Section 3.3 because of board vacancies.
Section 3.4   Board Committees, Special Purpose Committees, Task Forces.   In addition to the Executive Committee established by Section 3.5 of these Bylaws, the Chair may establish and appoint committees of the board. Any board committee shall consist of two (2) or more commissioners. The Chair may also establish and appoint special purpose committees and task forces. Any special purpose committee or task force shall consist of one (1) or more commissioners and such other persons the Chair deems appropriate. Each board committee, special purpose committee and task force shall have and exercise authority the Chair specifies but no board committee, special purpose committee or task force shall have the authority to: amend, alter or repeal the Bylaws; elect, appoint or remove any member of any committee or any commissioner or officer of the commission; amend the Articles of Incorporation; adopt a plan of merger or a plan of consolidation with another corporation; authorize the voluntary dissolution of the commission or revoke proceedings therefor; adopt a plan for the distribution of the assets of the commission not in the ordinary course of business; or amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation of authority to it shall not operate to relieve the board or any individual commissioner of any responsibility imposed upon it, him or her by law.
Section 3.5   Executive Committee.   There is an executive committee of at least seven (7) commissioners composed of: the Chair ex officio with voting rights, the Vice Chair ex officio with voting rights, the Secretary ex officio with voting rights, the Treasurer ex officio with voting rights, the President ex officio with voting rights, and enough additional commissioners appointed by the Chair and approved by the board to constitute an executive committee of at least seven (7) members. One of the additional commissioners appointed shall be a public member of the commission. If the Executive Committee exceeds seven (7) members, the number of public members on the Executive Committee will meet the 1:7 ratio for representatives of the public. Executive committee members are appointed by the Chair annually without limitation on the number of terms that each member may serve. Subject to the limitations set forth in Section 3.4 of this Article, the executive committee shall have the power to act for the board between meetings of the board on all matters that would appropriately come before the board. All actions of the executive committee shall be reported to the board at its next meeting. The executive committee shall also nominate candidates for election to the board consistent with the board representation requirements of Section 3.3 of this Article.
Section 3.6   Election of commissioners.  Members shall elect all commissioners other than the President. Each member representative designated as required by Article I of these Bylaws shall receive a ballot and the representative may vote by written ballot or by electronic means but the conduct of balloting shall ensure the confidentiality of each vote cast. Elections shall be decided by a majority of the members casting ballots.
Section 3.7   Removal.   A commissioner may be removed by a majority of the entire board. A commissioner is automatically removed upon the loss of eligibility for board service as defined in Article III, Section 3.3 of these Bylaws.
Section 3.8   Vacancies.   The Chair shall have the power to appoint an eligible individual to fill any unexpired term vacancy on the board. Any commissioner so appointed shall hold office until the conclusion of the next regular election. The appointed commissioner may be nominated by the Executive Committee for election and, if elected, will serve a normal term as a commissioner.
Section 3.9   Additional Board Positions.   The Chair shall have the power to appoint an eligible individual to fill a position created by an increase in the number of commissioners by amendment of these Bylaws. Any commissioner so appointed shall serve until the next regular election. The appointed commissioner may be nominated by the executive committee for election and, if elected, will serve the remainder of the position's normal term.
 
ARTICLE IV
MEETINGS OF BOARD OF COMMISSIONERS
Section 4.1   Annual Meeting.   The annual meeting of the board to transact business shall be held each year at the registered office of the corporation, or at another location determined by the Chair, and at a date and time determined by the Chair. A portion of each annual meeting shall be open to the public.
Section 4.2   Regular Meetings In addition to the annual meeting, the board shall conduct at least one additional regularly scheduled meeting each year at a location, date and time designated by the Chair. Participation at board meetings is limited to commissioners, commission staff and others invited by the commission to participate.
Section 4.3   Special Meetings.   Special meetings of the board may be called by the Chair or by a majority of the entire board. Such special meetings may be held at any place and time, or by telecommunication, as directed by the Chair.
Section 4.4   Notice of Meetings.  Notice of the time and place of any board meeting shall be given by regular or express mail, electronic communication, telegram, or by personal communication by telephone or otherwise, at least three (3) days prior to the meeting date. Attendance of a commissioner at any meeting constitutes a waiver of notice of the meeting except when the commissioner attends a meeting to object to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any board meeting needs to be specified in the notice or any waiver of notice of the meeting.
Section 4.5   Quorum  A majority of commissioners constitutes a quorum for the transaction of business. If a quorum is present, the board may transact any business within its powers and, unless another provision of these Bylaws requires a different vote for a specified board action, the vote of a majority of commissioners present shall be the act of the board. A commissioner present at a board meeting shall be presumed to have assented to any action taken at that meeting unless the commissioner's dissent or abstention is entered in the minutes of the meeting or the commissioner (a) before adjournment files his or her written dissent or abstention to an action with the person acting as secretary of the meeting or (b) immediately after adjournment sends his or her written dissent or abstention by registered mail to the commission Secretary.
Section 4.6   Meetings Held by Telephone or Similar Communications Equipment. Members of the board or its committees may participate in a board or committee meeting by means of a conference telephone or similar communications equipment that enables meeting participants to communicate with each other at the same time. Participation by such means constitutes presence in person at a meeting.
 
ARTICLE V
ACTIONS BY WRITTEN CONSENT
Any action required or permitted by the Articles of Incorporation, Bylaws, or laws of the State of Washington to be taken at a meeting of the members, the board or a board committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the members or commissioners entitled to vote on the action taken. Such consent shall have the same force and effect as a unanimous vote and may be so described.
 
ARTICLE VI
WAIVER OF NOTICE
Whenever any notice is required to be given to any member or commissioner by the Articles of Incorporation, Bylaws, or laws of the State of Washington, a waiver of notice in writing signed by the person or persons entitled to the notice, whether signed before or after the time stated therein, is equivalent to the giving of the notice.
 
ARTICLE VII
OFFICERS
Section 7.1   Officers Enumerated.   The officers of the commission are: a Chair elected by the board; and a Vice Chair, a Secretary, and a Treasurer appointed by the Chair. At the Chair's discretion, any two (2) or more offices may be held by the same person except the offices of Chair and Vice Chair, and Chair and Secretary. Officers shall be elected or appointed from among the elected commissioners and, upon election or appointment as officers, become members ex officio of the executive committee. In addition to the powers and duties specified below, the officers shall have such powers and duties as the Chair or the board may prescribe.
Section 7.2   Terms of Office.  
a. The term of office of the Chair is three (3) years beginning at the conclusion of the meeting at which the election of the Chair occurs. A commissioner may not serve more than two consecutive full terms as Chair.
b. The term of office of the Vice Chair, Secretary and Treasurer is one (1) year. There is no limit to the number of consecutive terms a commissioner may serve in these commission offices. A commissioner serving as Vice Chair, Secretary, or Treasurer may server two years beyond the two-term limit as referenced in Article III, Section 3.2 of these Bylaws, for a combined total of eight (8) consecutive years.
Section 7.3   The Chair.   The Chair shall exercise the usual executive powers pertaining to the office of Chair and shall preside at meetings of the board and the membership. The Chair shall be elected by a majority of the entire board. When a commissioner is elected Chair, his or her term as a commissioner shall be automatically extended, if necessary, until completion of service as Chair so long as that person continues to meet the requirements for service as a commissioner.
Section 7.4   The Vice Chair.   The Vice Chair shall perform the duties assigned by the Chair and/or the board and, in the absence or disability of the Chair, shall act as Chair.
Section 7.5   The Secretary.   The Secretary shall keep records of the proceedings of the board and membership, administer the membership register, keep any corporate seal, and affix the seal to appropriate documents.
Section 7.6   The Treasurer.   The Treasurer shall have general oversight responsibility for the financial affairs of the commission.
Section 7.7   Vacancies.   Vacancies in the office of Chair arising from any cause may be filled by a majority of the entire board at any regular or special board meeting.
Section 7.8   RemovalAny officer elected or appointed may be removed by a majority of the entire board.
 
ARTICLE VIII
President
Section 8.1 Appointment, Terms and Conditions of Employment, Duties and Responsibilities, Performance Review, Termination. A majority of the entire board shall appoint a President as a full-time commission employee and determine the President's compensation and other terms and conditions of employment. The President shall be the chief advisor to, and principal agent of, the commission; and, subject to acting consistently with the board's goals, objectives, policies and directions, shall have the authority and responsibility to (a) provide leadership for the commission, (b) manage the commission's activities, (c) appoint and terminate employment of all commission staff, and (d) execute documents on behalf of the commission. The board shall review the President's performance bi-annually. A majority of the entire board has the power to terminate the President's employment at any time with or without cause.
 
ARTICLE IX
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 9.1   Annual Dues.   The membership dues for members shall be set annually by a majority of the entire board and are payable by September 30 of each year.
Section 9.2   Fiscal Years.  The last day of the commission's fiscal year is August 31.
Section 9.3   Loans Prohibited.  The commission shall make no loans.
Section 9.4   Corporate Seal.   The board may provide for a corporate seal which shall have inscribed on it the name of the commission, the year and state of incorporation and the words "corporate seal."
Section 9.5   Books and Records.   The commission shall keep at its registered office in the State of Washington, or at its Secretary's office if in the State of Washington, the following: current Articles of Incorporation and Bylaws; a record of members, including names, addresses and classes of membership, if any; correct and adequate records of accounts and finances; a record of officers' and commissioners' names and addresses; minutes of the proceedings of the members, if any, and of the board, and any minutes of board committees. Any member or commissioner may request to review the foregoing records. Such a request must be reasonably related to membership interests and be approved by the Chair. Cost of such a review as determined by the President shall be paid by the requesting member or commissioner.
Section 9.6   Amendment of Bylaws.   These Bylaws may be altered, amended or repealed by a majority of the entire board at any annual, regular or special meeting of the board.
Section 9.7   Rules of Procedure.   The rules of procedure at membership and board meetings shall be the rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, as far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the board.
 
(Revised 2017)