Article I - Name and Incorporation
The name of this organization shall be the North Central Association of Colleges and Schools, hereinafter referred to as the Association. The Association shall be maintained as a not-for-profit corporation in perpetuity, according to the laws of the State of Illinois.
Article II - Purpose
The purpose of the Association shall be to require its Commission members to have accrediting processes that foster quality, encourage academic excellence, and improve teaching and learning. The Association shall also encourage and support cooperative relationships among schools, and colleges and universities that hold membership in the Association.
Article III - Membership
Section 1. Definition of Membership
There shall be four classes of members:
1. The Commission on Schools and its successor corporations shall be a Commission member.
2. The Commission on Institutions of Higher Education and its successor corporations shall be a Commission member.
3. Organizational members shall consist of educational organizations. For the purposes of this Article and subsequent Articles an educational organization shall be defined as an educational institution, educational system, or a consortium. A consortium eligible for membership shall consist of entities that have formed an association for an educational purpose; accreditation, or the lack thereof, of individual members of the consortium shall not preclude the accreditation of the consortium. An educational organization shall be certified for membership by one of the Commissions if it voluntarily initiates the accreditation process by action of its governing board and if it meets the requirements for accreditation established by that Commission. Organizational members shall be subject to the terms of Article IV.
4. Honorary members shall consist of individuals nominated and appointed by the Board of Directors to this distinction.
Section 2. Voting Rights of Members
Commission members may vote only to elect their representatives on the Board of Directors as set forth in Article V and to dissolve the Association as set forth in Article XIV.
Organizational members may vote to amend the Bylaws as provided in Article XIII and may attend special membership meetings as provided for in Article VI. The vote of organizational members at such meetings shall be limited to amending the Bylaws.
Honorary members have no voting rights within the Association.
Section. 3. Member Representation
When the organizational members vote on Association matters, each member shall be represented by its chief executive officer or another person from that educational organization serving as the delegate of such officer.
Section 4. Other Affiliation
Entities that are not members may be affiliated with the Association in such ways as may be explicitly established by the Association Board of Directors. These affiliates shall not have voting rights in the Association.
Article IV –Association Scope of Service
An organizational member of the Association must be 1) incorporated or headquartered in Arizona, Arkansas, Colorado, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, South Dakota, West Virginia, Wisconsin, and Wyoming, or 2) operating under federal authority, or 3) accredited by either Commission at the request of the entity, or 4) participating in a regional, national, or international collaborative endeavor, which is approved by the board of directors of one of the Commission members and whose primary purpose is assuring educational quality.
Article V - Board of Directors
Section 1. Structure
The Board shall be comprised of nine persons, as follows: the President of the Association, the Vice President of the Association, the Chair of each Commission, two persons designated by each of the Commissions but not current members of that Commission’s board of directors, and one person, representative of the public, identified on a list of nominees generated jointly by the two Commissions, elected by the Board, and not employed by, or serving on, either Commission.
Section 2. Terms of Office
Directors designated by the Commissions and the public member shall serve a four-year term. Directors designated by the Commissions shall serve terms staggered so that the terms of no more than one of these individuals expire each year, and the Commissions alternate yearly in losing one of their representatives. The President of the Association, the Vice President of the Association, and the Chair of each Commission shall serve as directors while holding their offices. Terms of all directors will begin on July 1. The individual Commissions, subsequent to their own incorporation, will appoint the first Board according to terms of this Article. The expiration of the terms of the directors appointed by the Commissions to the first Board shall be randomly staggered according to the pattern outlined in this Section. At its first meeting the new Board will appoint the public member to a four-year term. No person may serve more than one term on the Board except when a former Board member is elected by a Commission to be an Association officer for a term of one year.
Section 3. Removal of Directors
Directors who are representatives of Commission members may be removed only upon a vote of the Commission member that elected the director. The director who is representative of the public may be removed only upon a two-thirds vote of the Association Board of Directors.
Section 4. Meetings of the Board of Directors
The Board of Directors shall meet
at least once a year. The yearly
meeting shall be held at a location and/or a time designated by the Board of
Additional meetings of the Board of Directors may be called by the President at any time, and must be called by the President upon written request of two-thirds of the Board.
The Board may conduct its meetings and business by telephone or other means that allow the Board to communicate simultaneously. Participation in a meeting by a director shall constitute that director’s approval of such manner of conducting business.
Section 5. Quorum and Manner of Acting
At any meeting of the Board of Directors, a quorum shall consist of six directors. An action by the Board shall require an affirmative vote of at least a majority of those present at the meeting.
Section 6. Powers and Duties
The powers and duties of the Board of Directors shall be:
a. To oversee Association affairs.
b. To establish written policies and procedures.
c. To assure appropriate registration of the name “North Central Association of Colleges and Schools” and the “NCA” logos and trademarks.
d. To protect the integrity, and to establish rules for the authorization of the use, of the trademarks, the corporate seal, and the name of the North Central Association.
e. To disclose to the public the work of the Association and to ensure that each Commission informs the public about its work.
f. To authorize any official Association documents the Board of Directors chooses to prepare and disseminate to the membership or to the public.
g. To adopt an annual Association budget funded by the Commissions through equitable payments, and to produce an external financial audit of Association activities.
h. To authorize or ratify the execution of contracts, agreements, and other legal instruments in the name of the Association.
i. To receive gifts and grants to support Association activities.
j. To authorize the study of Association concerns identified by the Association Board.
k. To exercise such other powers as shall be necessary and proper in fulfilling the responsibilities of the Board of Directors as described in law or in these Bylaws.
Article VI - Meetings of the Association Membership
Section 1. Special Organizational Membership Meetings
Special meetings of the Association may be called by three-fourths of the members of the Board of Directors or by petition of no less than ten percent of the member organizations served by each of the Commissions. Such meetings shall take place within 60-90 days of the date when approved, unless those calling for the meeting agree to a later date, and shall take place in Chicago, Illinois, or, at such place as the Commissions shall mutually agree.
Attendance of at least ten percent of the member organizations served by each Commission shall constitute a quorum at such a meeting.
Section 2. Voting
Adoption of an action at an Association meeting shall require an affirmative vote of a majority of organizational members served by each Commission whose designated representatives are present and voting. A vote of a member shall be cast only by its designated representative.
Article VII - Officers
Section 1. Structure
The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may designate.
Section 2. Terms of office
The term of office of an officer other than the Secretary or Treasurer shall begin July 1 and shall extend for such period as is specified for the office. Despite expiration of the term of office, an officer shall serve until a successor is selected and takes office. Should any officer be unable to complete a term, the same procedure used to choose that officer shall be used to choose a replacement for the unexpired portion of the term, unless these Bylaws specify another manner of choosing a replacement.
Section 3. President
The President shall be selected by one Commission in one year and by the other Commission in the next year, and shall have served the previous year as Vice President unless that person is unable to serve as President. The term of office of the President shall be one year, and a person who has completed a full term shall not be selected again as President. The President shall preside at meetings of the Board of Directors and of the Association and shall perform other duties normally incident to the office or assigned by the Board of Directors.
Section 4. Vice President
The Vice President shall be selected by one Commission in one year and by the other Commission in the next year, the Commission choosing the President one year being the Commission to choose the Vice President the next. The term of office of the Vice President shall be one year. The Vice President shall perform the duties of the President if that officer is absent or temporarily unable to perform them, and shall succeed to the office of President if that office falls vacant. The Vice President shall perform such other duties as are assigned by the President or the Board of Directors.
Section 5. Secretary
The Secretary shall be appointed by the Board of Directors. The Secretary shall be the custodian of the corporate records of the Association, and shall perform other duties normally incident to the office or assigned by the President or the Board of Directors. The Secretary shall be the Executive Director of the Commission whose Executive Director is not selected to be Treasurer.
Section 6. Treasurer
The Treasurer shall be appointed by the Board of Directors. The Treasurer shall supervise the accounting records of the Association, and shall perform other duties normally incident to the office or assigned by the President or Board of Directors. The Board of Directors may require that, at the expense of the Association, bond for faithful performance of duties be given by the Treasurer and other persons responsible for the funds of the Association. The Treasurer shall be the Executive Director of the Commission whose Executive Director is not selected to be Secretary.
Article VIII – Waiver of Notice
Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois, or under the provisions of these Bylaws, a waiver of notice given in writing and signed by the persons entitled to such notice shall be deemed to meet the requirements for giving notice.
Article IX - Authority in the Conduct of Meetings
Robert’s Rules of Order Revised shall govern all meetings of the Association unless other rules shall have been adopted.
Article X - Controlling Law and Forum
Any disputes, claims, and causes of action arising out of the operation, management, and conduct of the Association by its officers or directors or arising out of the interpretation of the Bylaws, resolutions, and policies of the Board of Directors shall be controlled and governed by the laws of Illinois.
The forum for such disputes, claims, and causes of action shall be the state or federal court of competent jurisdiction located in Cook County, Illinois.
Article XI - Indemnification
The Association may indemnify any Association officer or director who acted in good faith and in its best interest as the Board of Directors shall determine, and who is threatened to be made, or has been made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, or investigative.
The indemnification shall cover expenses, including legal fees and costs, judgments, fines, and amounts paid in settlement that have been actually and reasonably incurred.
Article XII – Policies and Procedures of the Association
Section 1. Scope of Policy and Procedure
The Association Board of Directors may adopt policies and procedures that it deems necessary and convenient to exercise the powers and duties of the Association that are specified in these Bylaws.
Section 2. Adoption of Policy and Procedure
The Association Board of Directors shall adopt policies and procedures by a majority vote of those present at a meeting in accordance with the requirements of Article V. Adoption of policies and procedures may take place at a regularly scheduled Board meeting or at a special Board meeting. The Board shall provide prior notice and opportunity for comment to the Commission members prior to its final vote on adoption of any policies.
Article XIII – Amendments
An amendment to these Bylaws shall be first approved at a meeting of the Board of Directors by the affirmative vote of not fewer than three-quarters of the directors present and voting. The amendment shall then be submitted to the organizational members by mail ballot to be returned to the Secretary of the Association. The amendment shall become effective upon the Secretary’s certifying approval by a majority of members served by each Commission that have voted on the amendment. A period of not less than thirty days nor more than sixty days shall be provided for the receipt of mail ballots by the Secretary.
Article XIV – Dissolution
The Association may be dissolved only upon the adoption of a resolution by the Board of Directors proposing that the Association be dissolved and a unanimous vote of the Commission members. Any such dissolution shall be conducted in accordance with the laws of Illinois, provided that, after all liabilities and obligations of the Association have been satisfied, all assets shall be distributed to the Commission members pursuant to a plan of distribution proposed by the Board of Directors and approved unanimously by the Commission members.
Adopted by the Association Membership