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 specifies a representative authorized to receive notices and to vote on the member’s behalf, and provides the commission with the member representative’s current mailing and electronic address.
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.
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.
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.
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.
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.
The affairs of the commission are managed by the board.
The number of commissioners is not 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.
The board is constituted as follows:
Notwithstanding the foregoing, the board shall not be out of compliance with the requirements of this Section 3.3 because of board vacancies.
In addition to the Executive Committee established by Section 3.5 of these Bylaws, the Chair may establish and appoint committees of the board.
Commission Standing Committees include:
The Chairs of the Standing Committees are appointed by the Commission Chair and approved by the Board.
At least one member of the Finance Committee possesses significant accounting and/or financial management expertise.
At least one member of the Audit Committee possesses significant accounting and/or financial management expertise. Neither the Commission Chair nor the NWCCU President serves as a member of the Commission Audit Committee.
Standing Committees meet at least semi-annually and at such other times as may become necessary. Committee meetings are conducted in person, or via telephone or other means of communication, provided that all committee members in attendance are able to fully participate. Committee meetings are called by the Committee Chair or his or her designee, or by the Commission Chair.
Notice of committee meetings is provided by the NWCCU Administrative Office to each committee member at the last known addresses shown on NWCCU records no fewer than five (5) days prior to a meeting, except that written notice may be waived if an emergency exists and each committee member is otherwise notified. A simple majority of voting members constitutes a quorum.
Following all committee meetings, the Committee Chair and NWCCU Administrative Office compile draft minutes of the meeting. The Administrative Office forwards the draft to the committee members for review. Following such review, the Committee Chair approves the minutes and forwards same to the NWCCU Administrative Office for distribution to the commission at the next regular commission meeting. The compilation, review and distribution of minutes, absent exigent circumstances, will normally occur within thirty (30) days following each committee meeting. Following final approval of the minutes by the committee chair, the NWCCU Administrative Office maintains the minutes on file in accordance with NWCCU policy.
Each standing committee reports at regular Commission meetings.
Any board committee consists of two (2) or more commissioners. The Commission Chair may also establish and appoint special purpose committees and task forces. Any special purpose committee or task force consists of two (2) or more commissioners and such other persons the Chair deems appropriate. Each board committee, special purpose committee and task force is chaired by a commissioner appointed by the Commission Chair, has a majority membership of commissioners, and exercises authority as the Chair specifies. No board committee, special purpose committee or task force has 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.
The Executive Committee is comprised of eligible commissioners and consists of the Commission Chair, Vice-Chair, Treasurer, Secretary, Chair of the Audit Committee, Chair of the Accreditation Evaluator Committee one additional commissioner appointed by the Chair and approved by the board to constitute an executive committee of at least seven (7) members. The President of the Commission is a standing guest of the Executive Committee. At least one Executive Committee member is 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 commissioner eligibility provisions of these bylaws. 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.
Members elect all commissioners, except appointments made by the chair to fill vacancies as provided for in Section 3.8 and 3.9 of these Bylaws. Each member representative designated as required by Article I of these Bylaws receives a ballot and the representative may vote by written ballot or by electronic means but the conduct of balloting must ensure the confidentiality of each vote cast. Elections are decided by a majority of the members casting ballots.
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.
The Chair has the power to appoint an eligible individual to fill any unexpired term vacancy on the board. Any commissioner so appointed holds office until the conclusion of the next regular election. The appointed commissioner may be nominated for election and, if elected, will serve a normal term as a commissioner.
The Chair has 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 serves until the next regular election. The appointed commissioner may be nominated for election and, if elected, serves the remainder of the positionâs normal term.
The annual meeting of the board to transact business is 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 is open to the public.
In addition to the annual meeting, the board conducts 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.
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.
Notice of the time and place of any board meeting is 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.
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 is the act of the board. A commissioner present at a board meeting is 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.
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.
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 has the same force and effect as a unanimous vote and may be so described.
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.
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 and approved by the commission. Officers are 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.
The Chair exercises the usual executive powers pertaining to the office of Chair and presides at meetings of the board and the membership. The Chair is elected by a majority of the entire board. When a commissioner is elected Chair, his or her term as a commissioner is 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. The Commission Chair is the Chair of the Executive Committee.
The Vice Chair performs the duties assigned by the Chair and/or the board and, in the absence or disability of the Chair, acts as Chair. The Vice Chair is the Chair of the Nominating and Development Standing Committee.
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. The Secretary is the Chair of the Bylaws, Standards, and Policies Committee.
The Treasurer has general oversight responsibility for the financial affairs of the commission. The Treasurer is the Chair of the Finance Committee.
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.
Any officer elected or appointed may be removed by a majority of the entire board.
Section 8.1 Appointment, Terms and Conditions of Employment, Duties and Responsibilities, Performance Review, Termination. A majority of the entire board appoints a President as a full-time commission employee and determines the President’s compensation and other terms and conditions of employment. The President is the chief advisor to, and principal agent of, the commission; and, subject to acting consistently with the board’s goals, objectives, policies and directions, has 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 reviews the President’s performance annually. A majority of the entire board has the power to terminate the President’s employment at any time with or without cause.
The membership dues for members is set annually by a majority of the entire board and are payable by September 30 of each year.
The last day of the commission’s fiscal year is August 31.
The commission shall make no loans.
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.”
The commission keeps 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 is paid by the requesting member or commissioner.
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.
The rules of procedure at membership and board meetings are 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.