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SEPARATE INCORPORATION OF
THE COMMISSIONS OF THE NORTH CENTRAL ASSOCIATION

Documents Available for Review:

Proposed Amended Bylaws of the North Central Association

Newly Adopted Corporate Bylaws for The Higher Learning Commission (formerly the Commission on Institutions of Higher Education).


Related Articles

Initiating the New Corporation: The Higher Learning Commission

Future of the Association

Policy Matters

The following Articles appeared in the November issue of the Exchanges newsletter, available for download in PDF format.

Initiating the New Corporation: The Higher Learning Commission

During the week of November 6 a very significant transition occurred in the history of the Association and of this Commission. On November 6 this Commission became an Illinois corporation,and later in the week,on November 10,the Board of Trustees held the first organizational meeting of the new corporation. The Commission ’s Board took advantage of this unique opportunity both to rename the organization and to begin to establish its new identity in a variety of ways.

This transition came about after several months of planning and preliminary activities. On April 1 of this year the Association Board voted to approve recommended changes in the Association Constitution that would allow for the incorporation of the Commission on Schools and the Commission on Institutions of Higher Education and to forward those changes to the membership of accredited schools and colleges for a vote. In July member institutions received a ballot packet explaining the changes in the Association Constitution on which they were to vote as well as outlining proposed new corporate Bylaws for each Commission. The majority of Association members voting approved incorporation for each Commission as well as the other major modifications in the Association ’s corporate documents. Five hundred ninety-six colleges and universities approved the changes,as did 2,011 secondary and elementary schools. With this positive vote each Commission was able to empower legal counsel to move forward with the process of incorporating each Commission and amending the corporate structure of the Association.

At the November 10 meeting,the Board of Trustees passed a series of resolutions through which it reconstituted the Commission on Institutions of Higher Education as The Higher Learning Commission, the legal name of the newly incorporated entity. The Board settled on The Higher Learning Commission after soliciting suggestions from affiliated institutions and after carefully considering the impact of its new Mission Statement on the new corporate identity it was seeking to establish. However,people should continue to feel comfortable referring to the organization as “the Commission.” Important as the new name is,, much of the old organization will carry over to the structures of the new corporation:

  1. The Board approved the ongoing appointment of the Executive Director and the employment of the existing staff;
  2. The Board approved the current standing committees;
  3. The Board approved the current Executive Committee,named just months ago,and the Nominating Committee,which meets later this month;
  4. The Board validated the budget it adopted in June;
  5. The Board approved the continuation of contracts and financial arrangements it had while under the corporate structure of the Association as well as adopted some policies relative to financial management for the new corporation.

The Board also did some things that clearly marked a new direction for this organization. It adopted bylaws for The Higher Learning Commission that contain significant modification of the Commission ’s scope of activity. The Higher Learning Commission now has the option to extend accreditation or some other form of recognition to institutions once ineligible because of the tight jurisdictional restrictions set up for the Association in its Constitution. In following through on its Strategic Goals adopted last June,the Board will be deliberating in the future how it might choose to use these new possibilities. The Board also adopted a new Trustee Policy Manual,which outlines with some precision what it means to be a Trustee in the new organization.

The Association remains as the legal entity responsible for employing the staff,making contracts as well as taking all accrediting decisions until December 29,2000,when the amended Articles of Incorporation for the Association will be formally filed in Illinois. These amended Articles end the Association ’s accrediting purpose and establish its new purpose:protecting the Association name and fostering good school-college relationships. Beginning January 1,2001,The Higher Learning Commission will be the legally re-sponsible entity taking accrediting actions regarding its affiliated and applying institution . While the amended Articles of Incorporation still provide for institutions to be members of the Association after January 1, 2001,they will now be able to claim membership in The Higher Learning Commission as well.

Over the next few months The Higher Learning Commission will move forward with the task of identifying and branding it self. Staff and the Board have reviewed several logo designs and are in the process of making final decisions about a new logo and color scheme.Inevitably a series of new web addresses will result,and letterhead,checks, and publications will be revised to reflect the new corporate and accrediting identity. The Commission will officially notify all constituencies of these changes in early 2001.

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Future of the Association

The North Central Association of Colleges and Schools continues. Its officers will continue after the new amended articles of incorporation are filed in December. However, its mission will be more focused than in the past. These changes were explained in the materials provided in the summer for the membership vote.

During the November meeting the Commission ’s Board selected people to serve on the new Association Board and nominated public members from which the new Association Board will choose one. The Board approved an Association restructuring document that allocated assets and liabilities to each Commission as well as retained some archives and intellectual property rights for the North Central Association.The first major piece of work for that new Board when it convenes early in January will be to develop fundamental rules on how the NCA logo and the name “North Central Association of Colleges and Schools ” can be used by each Commission.

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Policy Matters

The staff brought to the Board a variety of new and revised policies for first reading. Most aimed at clearing up misunderstood or cumbersome policies.The restructuring of the Association requires that the Board establish an Appeals Process for The Higher Learning Commission, so new policies were crafted for that body. Moreover,the Board is proposing a significant recasting of its Conflict of Interest policies, placing a greater responsibility on participants in the various peer review processes to identify potential conflicts. After some Board modifications,all of these policies were accepted for first reading.

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