The Membership of the Northwest Commission on Colleges and Universities (“NWCCU”) consists of all degree-granting institutions of higher education accredited by the NWCCU (“Members” or “Membership”). Members who are current on payment of Membership dues are entitled to vote. Members with the title of “candidate for accreditation” are entitled to notice of Membership meetings and to attend such meetings but are not entitled to vote. Each Member shall specify contact information for a representative authorized to receive notice, such as the President, Chancellor, Chief Executive Officer or Accreditation Liaison Officer. Only the President, Chancellor or Chief Executive Officer may vote on behalf of a Member.
The Members shall meet annually to transact business properly before the Membership. The Chair (“Board Chair”) of the Board of Commissioners (“Board”) shall work with the NWCCU President to set the date, place, and time for the annual meeting.
Special meetings of the Membership may be called by the Board Chair or by a majority of the Board with written notice regarding place, date, time, and agenda.
Written notice of meetings stating the date, place, time, and in the case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered electronically or by mail to the Member representative designated pursuant to Article I. The notice and agenda for the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the meeting.
A majority of the Members entitled to vote, and represented in person or by proxy, constitutes a quorum. If a quorum is present, a majority of votes cast is necessary to decide the matter voted on.
At any Membership meeting, any Member may vote by proxy. A proxy must be signed electronically or physically by the Member representative designated pursuant to Article I. A proxy shall be valid only if received by the NWCCU office not less than ten (10) nor more than fifty (50) days before the meeting at which the proxy vote is cast.
The affairs of NWCCU, and the control and disposition of its properties and funds shall be vested in the Board, which has a fiduciary responsibility for the NWCCU and its actions. All powers, duties and functions of NWCCU conferred by the Articles of Incorporation, these Bylaws, and state statutes and regulations, shall be exercised, performed and/or overseen by the Board. The Board shall establish NWCCU policies and amendments, and supervise the management of funds. The Board also hires and participates in the evaluation of the President.
The number of Commissioners on the Board may not exceed twenty-six (26). The Board, by amendment of these Bylaws, may increase or decrease the maximum number of Commissioners on the Board. No decrease in number shall shorten the term of an incumbent Commissioner. The term of a Commissioner is three (3) years. Except as provided in Article VIII, a Commissioner may not serve more than two (2) consecutive terms, not including any partial term served in filling the term of an unexpired vacancy.
Each Commissioner, other than Public Representatives and Out-of-Region Members, must be employed by a Member institution. The Board position becomes vacant immediately when such a Commissioner is no longer employed by a Member institution. The Board shall include:
Notwithstanding the foregoing, the Board shall not be out of compliance with the requirements of Article III, Section 3.3 because of Board vacancies.
The members and Chairs of the Standing Committees, Ad-hoc (“Special Purpose”) Committees, and/or Task Forces (“Committees”) are appointed by the Board Chair and approved by the Board. All Committees of the Board shall consist of at least three (3) Commissioners and may include non-Commissioners. All committee members must have no conflict of interest with, and must sign, NWCCU’s conflict of interest form. Committees meet at times determined by the Committee Chair. Notice and agenda of Committee meetings shall be provided to Committee members not less than ten (10) nor more than fifty (50) days prior to a meeting, except that written notice may be waived if an emergency exists and/or each Committee member is notified and agrees to the waiver of this requirement. A majority of Committee voting members constitutes a quorum.
Minutes of each Committee meeting shall be prepared by the NWCCU staff member assigned as liaison to that Committee and submitted for review and approval by Committee members. Upon approval by the Committee, the NWCCU staff member shall ensure that the approved minutes are appropriately recorded at the NWCCU office for distribution to the Board on or before its next meeting. Absent exigent circumstances, minutes shall normally be prepared within thirty (30) days of each meeting. Upon request of the Board Chair, a Committee shall report at a Board meeting. Minutes shall be archived or placed on NWCCU’s public website, as appropriate.
Standing Committees of the Board include:
Ad-hoc committees and Task Forces may be appointed by the Board Chair to consider a specific task or to pursue a specific initiative.
4.1.1 The Executive Committee shall be comprised of the Board Chair, Vice-Chair, Treasurer, Secretary, Immediate Past Board Chair, and one or more additional Commissioners appointed by the Board Chair. The NWCCU President shall be an ex officio, non-voting member of the Executive Committee. At least one Executive Committee member shall be a Public Representative. The Board Chair appoints Executive Committee members, other than the Vice Chair, that are confirmed by the Board at its June meeting, unless vacancies in the Executive Committee exist. The Executive Committee shall:
All actions of the Executive Committee shall be reported to the Board on or before its next meeting.
4.1.2 The Nominations Committee shall be responsible for the review and recommendation of qualified individuals to serve as Commissioners who will enhance the quality and characteristics of decision makers on the Board. In line with representation and qualifications described in Section 3.3 above, the Nominations Committee shall:
4.1.3 The Bylaws, Standards, and Policies Committee shall be responsible for conducting ongoing review and evaluation of the NWCCU’s Bylaws, Standards for Accreditation, Eligibility Requirements, and Policies related to accreditation. The Bylaws, Standards, and Policies Committee shall periodically:
4.1.4 The Finance Committee shall be responsible for financial, budgetary, and related matters of the NWCCU. The Finance Committee shall:
At least one member of the Finance Committee shall possess accounting or financial management expertise.
4.1.5 The Audit Committee shall be responsible to select, retain, and determine the scope of services provided by the independent auditor of the NWCCU. The Audit Committee shall:
At least one member of the Audit Committee shall possess accounting or financial management expertise. Neither the Board Chair nor the President may serve as a Member of or staff on the Audit Committee.
Members shall elect all Commissioners. Subject to the limitations in Article III, Section 3.2, the term of a Commissioner elected by the Members may be extended by a vote of the Board. Each Member representative designated pursuant to Article I shall receive a ballot and may vote by confidential written ballot. All commissioners must have no conflict of interest with, and must sign, NWCCU’s conflict of interest form.
A Commissioner may be removed by a majority of all Board members. Upon removal, a Commissioner automatically loses eligibility to serve on the Board under Article III, Section 3.3.
The Board Chair, subject to confirmation by the Executive Committee, has the power to appoint an eligible person to fill an unexpired term vacancy on the Board. Any Commissioner so appointed holds office until the conclusion of the unexpired term. The appointed Commissioner may then be nominated for election and, if elected, shall serve as set forth in Article III, Section 3.2.
The Board Chair, subject to confirmation by the Executive Committee, has the power to appoint an eligible person 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 slate of Commissioners is nominated for election by the Members. The appointed Commissioner may then be nominated for election and, if elected, shall serve as set forth in Article III, Section 3.2.
Biannual meetings of the Board, including business and executive sessions, are held in January and June. The Board Chair works with the NWCCU President to develop the agenda and to identify the place, date, and time of the meetings. Participation at biannual meetings is limited to Commissioners and NWCCU staff, along with Member institutions invited by the NWCCU to participate. A portion of the biannual meetings shall be open to the public.
The Board shall conduct at least two additional business meetings each year at a place, date, and time determined by the Board Chair working with the NWCCU President. Participation at Board business meetings is limited to Commissioners and NWCCU staff, along with others who may be invited by the Board to participate. A portion of the business meetings shall be open to the public.
Special meetings of the Board may be called by the Board Chair or by a majority of the Board. Special meetings may be held at a place, date, and time as determined by the Board Chair or by a majority of the Board.
Written notice of the date, place, time, and agenda for any Board meeting shall be delivered to Commissioners electronically or by mail not less than ten (10) nor more than fifty (50) days before the meeting. Attendance at a Board meeting constitutes a waiver of notice of the meeting except when the Commissioner attends a meeting to object to the transaction of business because the meeting is not lawfully convened.
A majority of Commissioners present during the Board meeting constitutes a quorum. If a quorum is present, the Board may transact any business within its powers. Unless a 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, before adjournment of the meeting, files a written dissent or abstention to an action with the Board Chair or Board Secretary.
Members of the Board or its Committees may participate in a Board or Committee meeting by means of teleconference so long as meeting participants are able 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, federal, or Washington law, to be taken at a meeting of the Members, the Board, or a 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 a notice is required to be given to a Member or Commissioner, a waiver of notice in writing signed by the person entitled to the notice is equivalent to the giving of the notice.
The officers of the Board include the Board Chair, Vice Chair, Secretary, and Treasurer. The Board Chair and Vice Chair are nominated by the Nominations Committee and ordinarily elected by the Board at the June meeting. The Secretary and Treasurer are appointed by the Board Chair, and ordinarily confirmed by the Board at the June meeting. In addition to the powers and duties specified below, the officers shall have such powers and duties as determined by the Board Chair or the Board.
The Board Chair, who serves for a two-year term, exercises the usual executive powers pertaining to the office of Chair and presides at meetings of the Executive Committee, Board and Membership. The Board Chair acts as the principal liaison between the President and the Commission through its Executive Committee. The Board Chair’s term as a Commissioner may be extended by the Board beyond the two-term limit (described in Article III, section 3.2) as necessary to allow that individual to complete their term as Board Chair or Immediate Past Board Chair. The Board Chair shall automatically assume the office of Immediate Past Board Chair at the conclusion of the two year term and shall continue to serve on the Executive Committee for a two year term.
The Vice Chair, who is elected for a two-year term, performs the duties assigned by the Board Chair and, in the absence of the Board Chair, acts as Board Chair.
The Secretary shall review the minutes and records of the proceedings of the Executive Committee, Board, and Membership created by NWCCU staff, administer the Membership register, and affix the corporate seal to appropriate documents.
The Treasurer has oversight responsibility for the financial and budgetary affairs of the NWCCU.
A vacancy in the office of Board Chair may be filled by the Board at a regular or special meeting. Although the Nominations Committee has specific responsibility to nominate Commissioners as Board Chair and Vice Chair, nominations for the office may be made by any Commissioner.
Any officer may be removed by a two-thirds majority vote of the Board.
The Board appoints a President as a full-time employee and determines the President’s compensation and terms and conditions of employment. The President is the chief advisor to, and principal agent of, the NWCCU. The President, acting consistently with the Board’s goals, objectives, policies, and directions, has the authority and responsibility to: provide leadership for the NWCCU; manage the NWCCU’s activities; appoint, evaluate, and terminate employment of all NWCCU staff; and execute documents on behalf of the NWCCU. The Board has the power to terminate the President’s employment at any time with or without cause. The employment agreement with the President shall be approved by the Board and include terms consistent with these Bylaws. The President shall be subjected to annual performance evaluation by the Board Chair, who shall provide an annual report in executive session to the Board during the June Board meeting.
Membership dues are set annually by the Board and are payable by September 30 of each year.
The last day of the NWCCU’s fiscal year is August 31.
The NWCCU shall make no loans.
The Board may provide for a corporate seal.
NWCCU shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (“Proceeding”), by reason of the fact that such person is or was an NWCCU Commissioner, Officer, committee member, peer evaluator, employee or agent. NWCCU shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by NWCCU.
The NWCCU keeps at its registered office 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 financial records; a record of officers’ and Commissioners’ names and addresses; and minutes of the meetings of the Members, Board, and Committees. Any Commissioner may request to review the foregoing records. Any Member may request to review the foregoing records. The request of a Member must be reasonably related to Membership interests and be approved by the Board Chair. Cost of such Member review, as determined by the President, is paid by the requesting Member.
These Bylaws may be altered, amended, or repealed by a quorum of a majority of the Board at any annual, regular, or special meeting.
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, applicable Washington state or federal law, or any resolution of the Board.