The Northwest Commission on Colleges and Universities (NWCCU or Commission) is a Washington State nonprofit corporation, recognized as a 501(c)(3) organization by the Internal Revenue Service.
The Commission is recognized by the United States Department of Education (USDE) as an accreditor of public and private higher education institutions throughout the United States by applying data- and evidence-informed standards and processes to support continuous improvements and promote equitable student achievement and success. NWCCU also accredits international institutions.
Through its peer evaluation process, NWCCU ensures that its accredited and Candidate (pre-accredited) member institutions are eligible for Title IV of USDE’s Higher Education Act programs in accordance with 34 CFR Part 602.10.
USDE Scope of Recognition
The accreditation and pre-accreditation (“Candidacy status”) of institutions, including the accreditation of programs offered via correspondence education, and distance education within these institutions. This recognition also extends to the Executive Committee. Geographic area of accrediting activities: the United States.
USDE Geographic Area of Accrediting Activities
Throughout the United States.
The Membership of NWCCU consists of all degree-granting institutions of higher education accredited by NWCCU (Members or Membership). Members who are current on payment of Membership dues are entitled to vote. Institutions in Candidacy (Pre-accredited) status are entitled to receive 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 institution.
MEETINGS OF MEMBERS
Section 3.1 Annual Meetings
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 NWCCU President to set the date, place, and time for the annual meeting.
Section 3.2 Special Meetings
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.
Section 3.3 Notice of Meetings
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 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.
Section 3.4 Quorum
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.
Section 3.5 Proxies
At Membership meetings, Members 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 NWCCU office not less than ten (10) nor more than fifty (50) days before the meeting at which the proxy vote is cast.
BOARD OF COMMISSIONERS
Section 4.1 Powers and Duties of the Board
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 NWCCU and its actions. All powers, duties and functions of NWCCU conferred by the Articles of Incorporation, 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 hires and evaluates the President.
Section 4.2 Number and Term
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 IX, 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.
Section 4.3 Representation and Qualification
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. Commissioners must have no conflict of interest with serving on the Commission and annually must sign NWCCU’s conflict of interest form. The Board shall include:
- At least three (3) persons from institutions that primarily grant degrees at the associate level.
- At least three (3) persons from institutions that grant a baccalaureate and/or higher degree.
- At least one (1) person from a tribal college.
- At least one-seventh (1/7th) of the Board must be persons representing the public (Public Representative). Public Representative means a person who is not:
- An employee, member of the governing Board, owner, or shareholder of, or consultant to, an institution or program that is accredited, pre-accredited, or has applied for pre-accreditation by NWCCU;
- A member of any trade or membership organization related to, affiliated with, or associated with NWCCU; or
i. A spouse, parent, child, or sibling of a person identified in this definition of Public Representative.
- At least one (1) but not more than two (2) persons from a higher educational institution not accredited by NWCCU. Such persons must be employed by an institution that is accredited by an institutional accreditor recognized by the United States Department of Education.
- Members representing administrative and academic ranks.
Notwithstanding the foregoing, the Board shall not be out of compliance with the requirements of Article IV, Section 4.3 because of Board vacancies.
BOARD COMMITTEES, SPECIAL PURPOSE COMMITTEES, AND TASK FORCES
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 waive timely notice. A majority of Committee voting members constitutes a quorum.
Minutes of each Committee meeting, except the Audit Committee, shall be prepared by NWCCU staff member assigned as liaison to that Committee and submitted for review and approval by Committee members. Audit Committee meeting minutes shall be prepared by one (1) of the committee members. Upon approval by the Committee, minutes shall be 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.
No Committee or individual Board member has the authority to: amend or repeal the Articles of Incorporation, Bylaws, or a resolution of the Board; elect, appoint, or remove any member of any Committee, Commissioner, or NWCCU officer; adopt a plan of merger with another entity; authorize the voluntary dissolution of NWCCU; or adopt a plan for the distribution of NWCCU assets.
Section 5.1 Standing Committees
Standing Committees of the Board include:
- Executive Committee, chaired by the Board Chair;
- Nominations Committee, chaired by the Immediate Past Board Chair;
- Bylaws, Standards, and Policies Committee, chaired by the Board Secretary;
- Finance Committee, chaired by the Board Treasurer; and
- Audit Committee chaired by a Commissioner appointed by the Board Chair.
Ad-hoc committees and Task Forces may be appointed by the Board Chair to consider a specific task or to pursue a specific initiative.
5.1.1 The Executive Committee shall comprise seven (7) members: the Board Chair, Vice-Chair, Treasurer, Secretary, Chair of the Audit Committee, and two (2) additional Commissioners appointed by the Board Chair. The NWCCU President and Immediate Past Board Chair shall be ex officio, non-voting members of the Executive Committee. Executive Committee membership shall represent administrative and academic ranks, and at least one (1) 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, unless vacancies in the Executive Committee exist. The Executive Committee shall:
- Subject to the limitations stated above in this Article, have the power to act for the Board between meetings on all matters that would appropriately come before the Board.
- Review and recommend revisions to NWCCU policies related to governance, human resources, or operations;
- Oversee the evaluation of and recommend compensation for NWCCU President; and
All actions of the Executive Committee shall be reported to the Board on or before its next meeting.
5.1.2 The Nominations Committee, chaired by the Immediate Past Board Chair, shall be responsible for the review and recommendation of individuals qualified to serve as Commissioners. In line with representation and qualifications described in Section 4.3 above, the Nominations Committee shall:
- Solicit, review, and nominate individuals for election as Commissioners;
- Assess eligibility of individuals as Commissioners, including interviews when practicable;
- Encourage diverse membership on the Board;
- Encourage diversity of representation on the Board, including type, control, size and geographic distribution of Member institutions;
- Maintain a standing list of potential candidates to fill a vacancy in case of an unexpired Commissioner’s term; and
- Nominate candidates for Commissioner, the Executive Committee, and officer positions.
5.1.3 The Bylaws, Standards, and Policies Committee shall be responsible for conducting ongoing review and evaluation of NWCCU’ s Bylaws, Standards for Accreditation, Eligibility Requirements, and Policies related to accreditation. The Bylaws, Standards, and Policies Committee shall periodically:
- Review and assess NWCCU’s compliance with accreditation and recognition requirements of the United States Department of Education;
- Review and recommend revisions to NWCCU’s Bylaws;
- Review and recommend revisions to NWCCU’s accreditation process, Standards for Accreditation, and Eligibility Requirements;
- Review and recommend NWCCU Policies related to accreditation.
5.1.4 The Finance Committee shall be responsible for financial, budgetary, and related matters of NWCCU. The Finance Committee shall:
- Review and approve NWCCU’s investments;
- Review and approve operating and capital budget requests and expenses, and present such budgets for approval at Board meetings;
- Review financial reports received from NWCCU President; and,
- Review and recommend NWCCU Policies related to finance.
At least one (1) member of the Finance Committee shall possess accounting or financial management expertise. The Finance Committee Chair, who serves as the Commission’s Treasurer, reviews and approves expense reports submitted by NWCCU President.
5.1.5 The Audit Committee shall be responsible to select, retain, and determine the scope of services provided by the independent auditor of NWCCU. The Audit Committee shall:
- Oversee the annual audit process;
- Address complaints about financial mismanagement;
- Identify and address risk management and conflict of interest issues with respect to contracts and financial transactions; and
- Review and recommend NWCCU Policies related to risk management and conflicts.
At least one (1) member of the Audit Committee shall possess accounting or financial management expertise. The Board Chair, NWCCU President, and Staff may not serve as members of the Audit Committee.
Section 5.2 Election of Commissioners
The chief executive officers of NWCCU Member institutions shall elect all Commissioners. Subject to the limitations in Article IV, Section 4.2, 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.
Section 5.3 Removal
A Commissioner may be removed by a majority vote of all Board members. Upon removal, a Commissioner automatically loses eligibility to serve on the Board under Article IV, Section 4.3.
Section 5.4 Vacancies
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 two full, three-year terms, as set forth in Article IV, Section 4.2.
Section 5.5 Additional Board Positions
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 IV, Section 4.2.
MEETINGS OF BOARD OF COMMISSIONERS
Section 6.1 Biannual Meetings with Certain Members
Biannual meetings of the Board, including business and executive sessions, are held in January and June. The Board Chair works with 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 NWCCU to participate. A portion of the biannual meetings, but not during consideration of accreditation actions, shall be open to the public.
Section 6.2 Business Meetings
The Board shall conduct additional business meetings as needed, as determined by the Board Chair in consultation 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.
Section 6.3 Special Meetings
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.
Section 6.4 Notice of Meetings
Written notice of the date, place, time, and agenda for any Board meeting shall be delivered to Commissioners 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.
Section 6.5 Quorum
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.
Section 6.6 Meetings Held by Telephone, Videoconference, or Similar Communications Equipment
Members of the Board or its Committees may participate in a Board or Committee meeting by means of tele- or videoconference so long as meeting participants are able to communicate synchronously. Participation by such means constitutes presence in person at a meeting.
ACTIONS BY WRITTEN CONSENT
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.
WAIVER OF NOTICE
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 Vice Chair shall be nominated by the Nominations Committee and elected by the Board at the June meeting. The Vice Chair assumes the role of Board Chair when the position becomes vacant. The Secretary and Treasurer are appointed by the Board Chair, and confirmed by the Board. 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.
Section 9.1 Board Chair
The Board Chair, who serves for a one (1) 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 for one year by the Board beyond the two (2)-term limit (described in Article IV, section 4.2) 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 one (1) year term and shall serve as an ex officio member of the Executive Committee for a one (1) year term.
Section 9.2 Vice Chair
The Vice Chair, who is elected for a one (1) year term, performs the duties assigned by the Board Chair and, in the absence of the Board Chair, acts as Board Chair. The Vice Chair shall automatically become the Board Chair at the conclusion of their one (1) year term.
Section 9.3 Secretary
The Secretary shall finalize the minutes and records of the proceedings of the Executive Committee, Board, and Membership for approval.
Section 9.4 Treasurer
The Treasurer has oversight responsibility for the financial and budgetary affairs of NWCCU.
Section 9.5 Vacancies
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.
Section 9.6 Removal
Any officer may be removed by a two-thirds majority vote of the Board.
The Board appoints the 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, NWCCU. The President, acting consistent with the Board’s goals, objectives, policies, and directions, has the authority and responsibility to: provide leadership for NWCCU; manage NWCCU’s activities; appoint, evaluate, and terminate employment of all NWCCU staff; and execute documents on behalf of 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.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 11.1 Annual Dues
Membership dues are set annually by the Board and are payable by September 30 of each year.
Section 11.2 Fiscal Years
The last day of NWCCU’s fiscal year is August 31.
Section 11.3 Loans Prohibited
NWCCU shall make no loans.
Section 11.4 Indemnification
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.
Section 11.5 Books and Records
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.
Section 11.6 Amendment of Bylaws
These Bylaws may be altered, amended, or repealed by a vote of a majority of the Board at any annual, regular, or special meeting.
Section 10.7 Rules of Procedure
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 the Bylaws, the Articles of Incorporation, applicable Washington state or federal law, or any resolution of the Board.
Revised January 2024