NWCCU By-Laws

TABLE OF CONTENTS
(As amended through September 2006)
		Page
ARTICLE I	Membership	1

ARTICLE II	Meetings of Members	1
Section 2.1	Annual Meetings	1
Section 2.2	Special Meetings	1
Section 2.3	Notice of Meetings	1
Section 2.4	Quorum	1
Section 2.5	Proxies	1

ARTICLE III	Board of Commissioners	2
Section 3.1	Powers	2
Section 3.2	Number and Term	2
Section 3.3	Representation and Qualification	2
Section 3.4	Committees	3
Section 3.5	Executive Committee	3
Section 3.6	Nominating Committee	3
Section 3.7	Election	3
Section 3.8	Removal	4
Section 3.9	Vacancies	4

ARTICLE IV	Meetings of Board of Commissioners	4
Section 4.1	Annual Meeting	4
Section 4.2	Regular Meetings	4
Section 4.3	Special Meetings	4
Section 4.4	Notice of Meetings	4
Section 4.5	Quorum	5
Section 4.6	Meetings Held by Telephone or Similar Communications Equipment	5

ARTICLE V	Actions by Written Consent	5

ARTICLE VI	Waiver of Notice	5

ARTICLE VII	Officers	6
Section 7.1	Officers Enumerated	6
Section 7.2	Terms of Office	6
Section 7.3	The Chair	6
Section 7.4	The Vice Chair	6
Section 7.5	The Secretary	6
Section 7.6	The Treasurer	6
Section 7.7	Vacancies	6
Section 7.8	Salaries	6
Section 7.9	Removal	6

ARTICLE VIII	President	7
Section 8.1	Appointment	7
Section 8.2	Duties and Responsibilities	7

ARTICLE IX	Administrative and Financial Provisions	7
Section 9.1	Annual Dues	7
Section 9.2	Fiscal Year	7
Section 9.3	Loans Prohibited	7
Section 9.4	Corporate Seal	7
Section 9.5	Books and Records	7
Section 9.6	Amendment of Bylaws	7
Section 9.7	Rules of Procedure	8

ARTICLE I
MEMBERSHIP

The membership of the commission shall consist of educational organizations offering higher education that are accredited by the commission. An educational organization shall be defined as an educational institution or an educational system. Institutions with the title of a “candidate for accreditation” may be entitled to notice of all meetings of the commission and are entitled to attend commission meetings but shall not be entitled to a vote. The members, for notice and voting purposes, shall be those whose current dues have been paid.

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ARTICLE II MEETINGS OF MEMBERS
Section 2.1 Annual Meetings. The commission shall have a meeting of the membership annually for the transaction of such business as my properly come before the membership. The board of commissioners 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 board of commissioners, at such time and place as the board of commissioners may prescribe.
Section 2.3 Notice of Meetings. Written or printed notices stating the date, place and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, at the direction of the Chair. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address as it appears in the records of the commission, with postage prepaid.
Section 2.4 Quorum. Members holding one-tenth (1/10 th ) of the votes entitled to be cast at any meeting, represented in person or by proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members.
Section 2.5 Proxies. At any membership meeting, any member entitled to vote at the meeting may vote by proxy executed in writing by him or her. 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 of commissioners. The commission shall not accredit schools ranging from kindergarten through 12 th grade.

Section 3.2 Number and Term. The number of commissioners of the commission shall be not more than twenty-six (26). The board of commissioners, by amendment of these Bylaws, may increase or decrease the number of commissioners, provided that no decrease in number shall have the effect of shortening the term of any incumbent. Each such commissioner shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. The term of office of a commissioner after the expiration of the terms of office of the initial commissioners shall be three (3) years. A commissioner shall not be eligible to serve more than two (2) consecutive terms of office.

Section 3.3 Representation and Qualification. The board of commissioners shall be structured as follows:

•	Not less than seven (7) persons representing institutions that grant the baccalaureate and/or higher degrees with consideration for diversity of institutions and regional distribution shall serve as commissioner. To be eligible to serve on the board of commissioners, a person must be actively employed by a member institution. Whenever a commissioner leaves active employment of the member institution, that commissioner's place on the board of commissioners shall become vacant immediately.
•	Not less than seven (7) persons representing institutions that grant less than the baccalaureate degree with consideration for diversity of institutions and regional distribution shall serve as commissioner. To be eligible to serve on the board of commissioners, a person must be actively employed by a member institution. Whenever a commissioner leaves active employment of the member institution, that commissioner's place on the board of commissioners shall become vacant immediately.
•	The number of persons representing the general public should constitute at least one-seventh of the membership of the Commission. Persons representing the general public do not have contractual, employment, or personal financial interest in an institution that is an applicant, candidate or member of the Commission.
•	Two (2) persons representing higher educational institutions of another region or regions shall serve as commissioners. Such persons must be actively employed by an accredited post-secondary institution in that region.
•	The Chair of the board of commissioners shall serve as a voting member on the board of commissioners in an ex officio capacity.
•	The President of the commission shall serve as a voting member on the board of commissioners in an ex officio capacity.

Notwithstanding the foregoing, the board of commissioners shall not be out of compliance with the requirements of this Section 3.3 by reason of vacancies occurring in the board.

Section 3.4 Committees. The board of commissioners, by resolution adopted by a majority of the commissioners in office, may, in addition to the committees specified below, designate and appoint committees, including standing committees, of the board. Any such committee shall consist of two (2) or more commissioners and shall have and exercise such authority of the board of commissioners in the management of the corporation as may be specified in said resolution. However, no such committee shall have the authority of the board of commissioners to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any such committee or any commissioner or officer of the commission; amend the Articles of Incorporation; adopt a plan of merger or adopt 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 of commissioners 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 of commissioners or any individual commissioner of any responsibility imposed upon it, him or her by law.

Section 3.5 Executive Committee. There shall be an executive committee of at least seven (7) commissioners composed of the Chair of the board of commissioners who is ex officio with voting rights, the President who is ex officio with voting rights, and five (5) commissioners appointed by the Chair and approved by the board. Members of the executive committee are appointed 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 of commissioners between meetings of the board on all matters that would appropriately come before the board of commissioners. All actions by the executive committee shall be reported to the board at its next meeting.

Section 3.6 Nominating Committee. There shall be a nominating committee that shall nominate candidates for election to the board of commissioners. The nominating committee shall be comprised of at least six (6) commissioners composed of the Chair of the board of commissioners who is ex officio with voting rights, the President who is ex officio without voting rights, and four (4) commissioners appointed by the Chair. Members of the nominating committee are appointed annually without limitation on the number of terms that each member may serve. The nominating committee will nominate candidates for election to the board of commissioners providing assurance that the board's composition shall satisfy the representation requirements set forth in Section 3.3 of this Article.

Section 3.7 Election. Member organizations shall elect all members of the board other than ex officio members. Each member organization shall receive a ballot. Elections will be decided by a majority of the members casting ballots. Each member shall be eligible to cast one vote. Balloting may be conducted through any means that guarantees the confidentiality of the vote.

Section 3.8 Removal. A commissioner may be removed upon the majority vote of the board and upon the subsequent affirmative majority vote of member organizations voting in a regular or special election of members. A board member shall be subject to automatic removal upon the loss of eligibility for service as defined in Article 1 and Article 3, Section 3.3 of these Bylaws.

Section 3.9 Vacancies. The board of commissioners shall have the power to fill any vacancy occurring in the board and any position to be filled by reason of an increase in the number of commissioners by amendment to these Bylaws. The commissioner appointed or elected, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office. Any commissioner appointed by the board by reason of an increase in the size of the board shall stand for election for the remainder of the specified term for such position at the next regular election.

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ARTICLE IV
MEETINGS OF BOARD OF COMMISSIONERS

Section 4.1 Annual Meeting. The annual meeting of the board of commissioners for the election of officers and for the transaction of such other business as may properly come before the meeting shall be held each year at the registered office of the corporation, or at such other location as determined by the board of commissioners, at a time to be determined by the board of commissioners.

Section 4.2 Regular Meetings. In addition to the annual meeting, the board of commissioners shall conduct at least one additional regularly scheduled meeting of the board each year. Participation in meetings of the board is limited to commissioners, commission staff and others expressly invited by the commission to participate. There shall be a portion of each board meeting that is open to the public. The meetings shall be at a location and time designated by the board of commissioners.

Section 4.3 Special Meetings. Special meetings of the board of commissioners may be held at any place and time, whenever called by the Chair of the board of commissioners.

Section 4.4 Notice of Meetings. Notice of the time and place of any meeting of the board of commissioners shall be given by regular or express mail, electronic communication, telegram, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date on which the meeting is to be held. Attendance of a commissioner at any meeting shall constitute a waiver of notice of such meeting, except where the commissioner attends a meeting for the purpose of objecting 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 meeting of the board of commissioners need be specified in the notice or any waiver of notice of such meeting.

Section 4.5 Quorum. A majority of the members of the board of commissioners entitled to vote at the meeting shall constitute a quorum for the transaction of business. The act of the majority of commissioners present at a meeting at which a quorum is present shall be the act of the board of commissioners. At any meeting of the board of commissioners at which a quorum is present, any business may be transacted, and the board may exercise all of its powers. A commissioner who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the commissioner's dissent or abstention is entered in the minutes of the meeting or the commissioner files his or her written dissent or abstention to such action with either the person acting as secretary of the meeting before the adjournment of the meeting or by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.

Section 4.6 Meetings Held by Telephone or Similar Communications Equipment. Members of the board of commissioners or its committees may participate in a meeting of the board or such committees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

ARTICLE V
ACTIONS BY WRITTEN CONSENT

Any action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the members or the board of commissioners (or its committees) of the commission, 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 with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.

ARTICLE VI
WAIVER OF NOTICE

Whenever any notice is required to be given to any member or commissioner of the commission by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE VII
OFFICERS

Section 7.1 Officers Enumerated. The officers of the commission shall be a Chair, Secretary, Treasurer, and, at the option of the board of commissioners, a Vice Chair and such other officers and assistant officers as may be deemed necessary by the board of commissioners. Any two (2) or more offices may be held by the same person, except the office of Chair and Secretary. Officers shall be commissioners. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the board of commissioners may prescribe.

Section 7.2 Terms of Office. The term of office of the Chair and the Vice Chair, if any, shall be three (3) years, commencing at the conclusion of the winter meeting. The term of office for the Secretary and Treasurer shall be one (1) year. When a commissioner is elected as an officer, the term of that person as a commissioner shall be, if necessary, automatically extended until completion of service as an officer, so long as that person meets the requirements for service as a commissioner, and he or she shall serve until his or her successor is duly elected and qualified.

Section 7.3 The Chair. The Chair shall exercise the usual executive powers pertaining to the office of Chair. He/She shall preside at meetings of the board of commissioners and membership.

Section 7.4 The Vice Chair. The Vice Chair, if any, shall perform such duties as are 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. It shall be the duty of the Secretary to keep records of the proceedings of the board of commissioners and of the membership, to administer the membership register, to keep the corporate seal, and to affix the same 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 any office arising from any cause may be filled by the board of commissioners at any regular or special meeting.

Section 7.8 Salaries. The salaries of all officers and agents of the commission, if any, shall be fixed by the board of commissioners.

Section 7.9 Removal. Any officer elected or appointed may be removed by the board of commissioners whenever in its judgment the best interests of the commission will be served thereby.

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ARTICLE VIII
President

Section 8.1 Appointment. The board of commissioners shall appoint an President of the commission, who shall be a full-time employee of the commission; it shall review the President bi-annually; and shall have the power to terminate the employment of the President, who shall serve at the pleasure of the board of commissioners. The board of commissioners shall determine the compensation and conditions of employment for the President. The President shall serve as an ex officio member of the board of commissioners with voting rights.

Section 8.2 Duties and Responsibilities. In keeping with the goals and objectives established by the board and with its policies, the President shall provide leadership for the organization and shall have the authority and the responsibility for managing the activities of the commission. The President has the authority to appoint and to terminate employment of all commission staff as well as to execute documents on behalf of the commission that are consistent with the direction of the board. The President is the chief advisor to, and the principal agent of, the board.

ARTICLE IX
ADMINISTRATIVE AND FINANCIAL PROVISIONS

Section 9.1 Annual Dues. The annual membership dues for members of the commission shall be set annually by the board of commissioners and are payable by September 30 of each year.

Section 9.2 Fiscal Years. The last day of the commission's fiscal year shall be August 31.

Section 9.3 Loans Prohibited. The commission shall make no loans.

Section 9.4 Corporate Seal. The board of commissioners may provide for a corporate seal, which shall have inscribed thereon 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, its principal office in this state, or at its Secretary's office if in this state, 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 which may be maintained by committees of the board; herein afterwards referred to as "Records". Any member may request to review the Records. Such a request must be reasonably related to membership interests and be approved by the Chair. Cost of such a review shall be borne by the member.

Section 9.6 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the board of commissioners at any annual, regular or special meeting of the board.

Section 9.7 Rules of Procedure. The rules of procedure at meetings of the membership and of the board of commissioners of the commission shall be the rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the board of commissioners.


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