About UCEA 

About the Association
Award Winners
Board of Directors
Bylaws/Policies
Commissioners
Commissions
Committees
Communities of Practice
Contact Us
Global Associates
Letters from Kay Kohl
Mission
Past Presidents
President's Letters
Regions
Staff
Strategic Vision Statement

UCEA Bylaws/Policies and Procedures

The University Continuing Education Association has two governing documents. The Association's Bylaws set out the purposes and general organizational structure for the Association. The Policies and Procedures Manual details how the organization operates in order to meet the purposes as stated in the Bylaws.

UCEA Bylaws

Article I: Name, Seal, Offices

Section 1. Name. The name of the organization shall be University Continuing Education Association, Inc. (hereinafter referred to as "Association").

Section 2. Seal. The Association shall have a seal of such design as the Board of Directors may adopt.

Section 3. Offices. The principal office of the Association shall be in Washington, D.C. The Association may have such other offices within or without the District of Columbia as may be permitted by the corporation laws of the District of Columbia and as may from time to time be designated by the Board of Directors.

Article II: Purposes

The Association is a non-profit corporation organized under the District of Columbia Non-Profit Corporation Act exclusively for education, scientific, research, mutual improvement, and professional purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue law) or shall have the necessary and incidental powers to carry out its corporate purposes, which shall be:

• To promote quality in continuing higher education.

• To enable continuing higher education leaders to serve the needs of diverse publics effectively by providing professional development opportunities.

• To represent the broad interests of continuing higher education before governmental bodies and in all other appropriate fora.

• To develop and disseminate timely information and research about continuing higher education.

• To work closely with allied organizations in the higher education community to advance continuing higher education.

• To recognize the achievements of leaders who have contributed to the advancement of continuing higher education.

Article III: Membership

Section 1. Categories. The Association shall have such categories of membership as determined by the Board of Directors and approved by the voting membership of the Association.

Article IV: Dues

Section 1. Assessment. The dues structure for the Association shall be determined by the Board of Directors and approved by the voting membership of the Association.

Article V: Meetings

Section 1. Regular and Special. The full membership of the Association shall meet once in each calendar year. This meeting shall be the regular meeting and the annual business meeting of the Association. Special meetings shall be called as necessary by the Board. Meetings of the Association shall be at times and locations designated by the Board. The membership shall be notified of the time, location, and purpose of any meeting at least thirty days prior to the meeting.

Section 2. Quorum. A quorum for a meeting of the Association membership shall be 30 percent of the institutional membership or their proxies present and voting.

Section 3. Proxies. An institutional representative may designate a proxy to represent his/her institution, if done so in writing to the chief elected officer of the Association prior to the annual business meeting of the Association.

Section 4. Mail Ballot. Voting on all matters which may be properly considered by a meeting of the Association may be conducted by mail, with the exception of amendments to the bylaws.

Section 5. Sub-Units. Sub-unit meetings shall be held at times and places convenient to the sub-unit members, except that sub-unit meetings shall not conflict with the regular meeting of the Association.

Article VI: Board of Directors

Section 1. General Powers. The Board of Directors shall supervise, control, and direct the affairs of the Association, pursue its purposes, and determine its policies, except as otherwise provided in the charter of the Association or these bylaws. In the execution of the powers granted by the charter, the Board may adopt such operating rules, policies, and procedures as shall be deemed advisable and may appoint such agents as may be considered necessary.

Section 2. Composition. The composition of the Board of Directors shall be determined by the membership of the Association.

Section 3. Officers. The officers of the Association shall be the officers of the Board.

Section 4. Meetings. The Board shall meet in each calendar year. Meetings of the Board shall be at times and locations designated by the Board. Board members shall be notified of the time, location, and purpose of any meeting at least thirty days prior to the meeting.

Section 5. Quorum. A quorum shall be fifty-one percent (51%) of the membership of the Board entitled to vote, present and voting at a meeting of the Board. The Chief Executive Officer of the Association shall serve without vote.

Section 6. Mail Ballot. Voting on all matters which may be properly considered by the Board at a meeting may be conducted by mail.

Section 7. Minutes. Minutes of meetings of the Board shall be kept and constitute a record of the business conducted by the Board.

Section 8. Compensation. Board members shall not receive compensation or reimbursement for their services as directors.

Section 9. Replacement. A director may resign at any time by giving written notice to the elected head of the Association. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the elected head of the Association. A Board member absent from meetings of the Board without excuse may be removed by majority vote of the Directors at a regular or special meeting at which a quorum is present. Vacancies that may occur on the Board by reason of death, resignation, removal, or otherwise, shall be filled by the action of the remaining members of the Board.

Article VII: Officers

Section 1. Officers. The officers of the Association, their qualifications, and their duties shall be determined or modified by the membership of the Association. The current officers of the Association and the duties of such officers shall be listed in the Policies and Procedures Manual of the Association. All officers serve until their successors have been duly elected and assume office.

Article VIII: Administration

Section 1. Chief Executive Officer. The Board shall employ a chief executive officer to carry out the management and administration of the Association. The administrative program of the Association will be that which is endorsed from time to time by the Board of Directors and the membership. The Board shall fix by contract the duties, responsibilities, and compensation of this position.

Section 2. Staff. The chief executive officer shall appoint all professional and support staff.

Section 3. Property. The Board shall have the power to sue and be sued, to acquire, own, dispose of, and otherwise use real or personal property, or any interest therein; to make contracts and incur liabilities, borrow money at such rates of interest as it may determine, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of any or all of its property, franchises, and income; to elect or appoint officers and agents of the corporation, and define their duties and compensation; to make and alter bylaws, not inconsistent with its charter or with the laws of the District of Columbia, for the administration and regulation of the affairs of the Association. Notwithstanding the above, the Association shall not engage in any business or other activity which is not in the furtherance of and exclusively for its educational, scientific, research, mutual improvement, and professional purposes, and which does not comply fully with the Sherman Act, the Clayton Act, and Federal Trade Commission Act.

Section 4. Procedure. Roberts Rules of Order, Revised shall govern all meetings of the Board, of the Association, and parliamentary procedures insofar as they are not inconsistent with applicable statutes, the charter, and these bylaws, unless other specific procedures are provided by the Board.

Section 5. Power of Attorney. The officers of the Association and chief executive officer shall have authority as attorney-in-fact to execute and acknowledge on behalf of the Association, legal documents or other instruments in connection with the operations of the Association as approved by the Board of Directors.

Article IX: Committees

Section 1. Committees. The elected head of the Association with the approval of the Board of Directors shall establish and dissolve the standing and special committees of the Association.

Section 2. Mail Ballot. Voting on all matters which may be properly considered at a meeting of a committee may be conducted by mail.

Article X: Sub-Units

Section 1. Sub-Units. The Board of Directors may establish sub-units of the Association as are needed and useful. The sub-units shall have administrative responsibility to the Board and shall operate under policies and procedures established by the Board. The policies of sub-units shall be approved by the Board.

Article XI: Finances

Section 1. Banking. The funds of the Association shall be deposited in such financial institutions as may be approved by the Board, and such depositing authority may be delegated by them to the chief executive officer.

Section 2. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors.

Section 3. Budget. The Association shall operate under a budget approved annually by the Board of Directors and reported to the membership at the annual business meeting of the Association.

Section 4. Audit. The finances of the Association shall be audited and reported by the Board of Directors of the Association.

Section 5. Bonding. The appropriate Association officers, the chief executive officer, and employees shall be bonded at the expense of the Association in amounts established by the Board.

Article XII: Indemnification

The Association shall defend against suit or legal proceedings, pay the expenses and indemnify against judgment or loss of any current or former Board member, officer, agent, or employee of the Association rising out of any connection with or activities on behalf of the Association, provided that such person is not guilty of bad faith, negligence, or misconduct in the performance of the duties of the position. This Article shall not be deemed to be exclusive of any other rights to which such person may be entitled under any bylaw, agreement, contract, vote of Board, or members, or otherwise.

Article XIII: Dissolution

The Association may be dissolved or merged with another similar corporation conducting substantially the same activities, upon approval of a plan of dissolution adopted by a two-thirds vote of the total membership of the Board and a majority of the voting membership of the Association. Such a plan of dissolution shall provide for the complete payment and discharge of all corporate obligations before disposition of the net corporate assets, which may then be distributed equally among such constituent members of the Association or their successors as are in existence, actively engaged, and qualify as tax-exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Internal Revenue law).

Article XIV: Amendments

Amendments to these bylaws may be proposed by any member of the Association. Such proposals shall be referred to a charter/bylaws review group for study and recommendation to the Board. If approved by the Board, the recommended amendment will be distributed to the membership at least thirty (30) days prior to a regular meeting. Amendments shall be adopted by majority vote of the voting members. When amendments to these bylaws cause the policies governing the sub-units to be inconsistent or in violation of the amended Bylaws, editorial changes shall be made to the policies of the sub-units without action by the membership.

(Adopted April 6, 1987; amended April 1996 to reflect the Association name change.)

Policies and Procedures Manual

I. Objectives of the Association

The objectives of this Association shall be:

(a) To attract and retain as members all those eligible as provided for by the bylaws and manual of the Association.

(b) To develop and maintain programs of value and interest to specific groups of the membership as well as to the membership in general.

(c) To create, maintain, and plan for an organization structure which provides for optimum membership representation and participation in the affairs of the Association; efficient communications to and from the membership; and effective response to membership needs for representation and service.

(d) To recruit, develop, and maintain a highly qualified, professional staff to provide quality and efficient member service and representation.

(e) To plan and implement policies to achieve financial stability and growth and financial reserves sufficient to maintain programs and activities in times of financial adversity.

(f) To provide a forum for interaction and exchange of ideas among continuing higher education professionals.

(g) To develop professional communications programs to provide information to members; enhance the visibility of the Association (by publishing quality books, journals, occasional papers, and newsletters and special publications on subjects of relevance to the field); and facilitate intra-Association communication.

(h) To identify issues that affect members, furnish members with information about these issues, and represent members interests before relevant government and public fora.

(i) To establish relationships with related organizations and seek out opportunities for joint programs of mutual interest.

(j) To provide educational programs to increase the professional skills and knowledge of Association members.

(k) To recognize and highlight member achievements which advance the field of continuing higher education.

II. Association Membership

Section 1. Categories - The membership categories are established by the Board and approved by the voting membership of the Association. The Association shall have two categories of membership as follows: Institutional and Professional.

(a) Institutional members shall be degree-granting institutions of higher education which are chartered in the United States, are accredited by an institutional accrediting body, and conduct programs of continuing higher education; or those organizations in good standing which were institutional members on January 1, 1983. In the case of multi-campus institutions, institutional members shall be only units directly accredited, as shown by the entry in the most current edition of the annual ACE Directory of Accredited Institutions of Postsecondary Education. Non-U.S.-based institutions that would normally qualify for Affiliate Status under Section 1. d (below) may opt for institutional membership in the Association. In this case, the dues charged will be based on the dues categories established for doctoral-level institutional members.

(b) Professional members shall be professionals and emeriti professionals from UCEA member institutions, as well as professionals from UCEA associates and UCEA affiliates.

The Association also provides the opportunity for qualified organizations to establish related status as follows: Associate status, Affiliate status, and Sponsor status.

(c) Associate status may be offered to degree-granting colleges or universities which are candidates for accreditation by an institutional accrediting body and which conduct programs of continuing education.

(d) Affiliate status may be granted to qualified international institutions of higher learning and non-profit organizations that do not meet the criteria for categories (a) and (c) above, but wish to participate in the activities of the Association. These organizations must show that they are primarily educational in nature, that their continuing higher education programs are predominantly at the postsecondary level, and that they have a high level of dedication to quality programs.

(e) Sponsor status is reserved for major corporations, foundations, and individuals which have made a major commitment to continuing higher education and the goals and objectives of UCEA. Sponsor membership is non-voting; sponsors may participate in Association activities at member rates.

Section 2. Procedures - An applicant for institutional membership shall be sponsored by an institutional member in good standing. An application in a form prescribed by the Board shall be submitted to the Association's Chief Executive Office/Executive Director for review and, if the eligibility criteria are met, accepted into membership. An Institutional member may be removed from membership with cause if the Board determines that the member is not in compliance with membership requirements, except nonpayment of dues. An Institutional member shall be notified in writing of the cause for removal and shall have the opportunity to respond in writing before final action is taken by the Board. Other organizations and individuals may be admitted to or removed from membership as determined by the Board.

Section 3. Voting - Each institutional member shall designate a professional administrator as its official representative, who shall vote on behalf of the institution. Only official representatives of institutional members shall be entitled to vote on Association affairs and in officer elections. Each institutional member shall have the option to designate an alternative official representative, who shall receive all benefits of the official representative and represent the institution in the absence of the official representative.

Voting in a region shall be prescribed in bylaws adopted by each region and approved by the Board. Official representatives and professional members may serve on the Board and hold office on committees, Commissions, and Regions of the Association.

III. Officers

Section 1. Election - The elected officers of the Association shall be the President and the President-Elect. The President and President-Elect shall be institutional representatives and/or the continuing education CEO of a member institution and be elected by the institutional membership of the Association by mail ballot prior to the annual meeting, and shall take office upon adjournment of the annual meeting. Only official representatives or continuing education CEOs of member institutions who have served a minimum of one year on the Board of Directors are eligible for election as President-Elect or President. The President shall be elected only if the office of the President-Elect is vacant. The President shall name a five-person Nominations Committee, a majority of which are members of the Board of Directors, and chaired by a past president of the Association. The Nominating Committee shall nominate one or more candidates for each elected officer position for the ensuing year and shall notify, in writing, the membership of the slate of candidates not less than ninety (90) days prior to the Annual Business Meeting. No member of the Nominations Committee shall be a candidate on the slate proposed by the Committee. The Nominations Committee shall conduct an election by mail ballot in which each institutional representative may cast one vote for each officer position. Candidates receiving the highest number of votes shall be declared elected. The President shall nominate a Treasurer from the membership of the Association who shall be elected by the Board of Directors on an annual basis. The Treasurer shall take office upon election by the Board at the meeting subsequent to his/her election. Officers shall serve for terms of one year or until their successors are elected and have qualified, except that upon completion of the elected term the President-Elect shall become President. Officer vacancies that may occur shall be filled by the Board until successors are elected and have been qualified.

Section 2. The qualifications and duties of the officers shall be determined by the Board and ratified by the institutional membership of the Association.

Section 3. President - The President shall be the principal elected officer of the Association and the Chair of the Board and shall preside at meetings of the Association, of the Board and of the Executive Committee. The President shall perform such other duties as are necessarily incident to this office or as may be prescribed by the Board in the position description of the office, with the exception of those executive or administrative responsibilities in the management and continuing conduct of the Association's affairs, which are the duties of the CEO/Executive Director of the Association.

Section 4. President-Elect - The President-Elect, in absence of the President, shall perform all duties of the President, and when so acting, shall exercise the powers of the President as prescribed in this manual. The President-Elect shall also perform such other duties as are necessarily incident to this office or as may be assigned by the President or prescribed by the Board in the position description of the office. The President-Elect shall present his/her annual action program to the Board for adoption each January. The President-Elect shall have the responsibility to designate, prior to the Association's annual business meeting, those committee officers and committee members who shall serve during his/her presidential term of office.

Section 5. Treasurer - The Treasurer shall assure that an account of all monies received and expended for the use of the Association is kept, and that such monies are deposited and invested as directed by the Executive Committee. As chair of the Finance Committee, the Treasurer shall propose the annual budget to the Board and shall report on the budget and the financial status of the Association at its regular meeting and at meetings of the Board. The Treasurer shall arrange for the annual audit of the Association's finances to be submitted to the Finance Committee and the Board and shall perform such other duties as are necessarily incident to this office or as may be assigned by the President or as may be prescribed by the Board in the position description of the office.

Section 6. Compensation - Officers shall not receive compensation for their services as officers but may be reimbursed for travel and other necessary expenses incurred when fulfilling duties as official representatives of the Association at the request or assignment of the President.

IV. Administration

Section 1. Chief Executive Officer/Executive Director - The Board shall employ a CEO/Executive Director to carry out the management and administration of the Association. The CEO/Executive Director shall have the custody of the corporate records of the Association and maintain a current roll of all members. The CEO/Executive Director shall serve as ex-officio member of the Board of Directors, Finance Committee, Strategic Planning Committee and Executive Committee, without vote. The CEO/Executive Director shall be responsible or shall hold others responsible for receiving and collecting all monies and other obligations of the Association, paying its debts, managing its assets, negotiating and signing all contracts on behalf of the Association, and otherwise performing duties associated with the business of the Association.

V. Board of Directors

Section 1. General Powers - The Board of Directors shall supervise, control and direct the affairs of theAssociation, pursue its purposes and determine its policies, except as otherwise provided in the charter, bylaws, and Policies and Procedures Manual of the Association. In the execution of the powers granted by the charter, the Board may adopt such operating rules, procedures, and practices as shall be deemed advisable and may appoint such agents as may be considered necessary.

Section 2. Composition - The Board of Directors shall be composed of:

(a) The President, President-Elect, Immediate Past President, and Treasurer.

(b) The CEO/Executive Director of the Association.

(c) The Chair of each Commission.

(d) Six Regional Representatives (one from each region of the Association).

(e) As many as four members-at-large, at the discretion of and by appointment of the President annually. At-large directors need not be members of the Association, provided that there are at least two such non-member directors serving at one time.

(f) The Strategic Planning Committee Chair.

(g) The Professional Development Committee Chair.

Section 3 Election of Representatives

(a) Region representatives shall be official institutional representatives and shall be elected in accordance with the bylaws of the region, and shall serve two-year terms on a staggered basis.

(b) The Chair and Vice Chair of each Commission will be elected by the members of the respective Commission. The Commission Chair will serve on the Board during their terms of office. Both are eligible for re-election for second terms. The slate of candidates for these positions will be proposed by the Leadership Committee. The election will take place in February of each year.

Section 4 Meetings - The Board shall meet at least two (2) times in each calendar year. Meetings of the Board shall be at times and places designated by the Board. Board members shall be notified of the time, place, and purpose of any meeting at least thirty (30) days prior to the meeting. Directors shall attend all meetings of the Board and are responsible for the governance of the Association.

Section 5 Quorum - A quorum shall be fifty-one percent (51%) of the membership of the Board entitled to vote, present and voting at a meeting of the Board. The CEO/Executive Director and Immediate Past President shall serve in an ex-officio capacity, without vote.

Section 6 Mail Ballot - Voting on all matters which may be properly considered by the Board at a meeting may be conducted by mail, with the exclusion of amendments to this Policies and Procedures Manual.

Section 7 Minutes - Draft minutes of meetings of the Board shall be sent to each member thereof, to each institutional member, and to such other institutions or individuals as the Board may designate. The draft minutes of meetings of the Board shall not become the official minutes of the Association until approved by the Board.

Section 8 Compensation - Board members shall not receive compensation or reimbursement for their services as directors.

Section 9 Absence - A Commission Chair or regional representative or at-large director absent from a meeting of the Board without excuse from the President may be removed by majority vote of the directors at a regular or special meeting at which a quorum is present.

Section 10 Vacancies - Any vacancy occurring during a regional representative's term of office shall be filled by that Region's alternate representative to the Board. Any vacancy occurring during a Commission Chair's term of office shall be filled by the Board, upon recommendation by the Leadership Committee and in consultation with the President and the relevant Commissioners. In the case of the regional representative, that individual may also serve a second two-year term as regional representative to the Board. In the case of a Commission Chair appointment, that individual will be eligible to serve a full two-year term as well as to stand for re-election at the conclusion of the full two-year term.

VI. Committees

Section 1 Executive Committee - The Executive Committee shall include the President, President-Elect, Immediate Past President, Treasurer, Regional Cabinet Chair, a representative selected from among the Commission Chairs, the Strategic Planning Committee Chair, and the CEO/Executive Director (ex officio). The Commissions representative and the Regional Cabinet chair shall serve for terms of one year. All other members shall serve terms concurrent with their positions. The CEO/Executive Director shall serve without vote. The President shall be the Chair of the Executive Committee and the Committee shall have and may exercise all of the powers of the Board during the interim period between meetings of the Board. The Executive Committee shall report to the Board at each of its meetings. The Board may specifically reserve certain powers to itself or specifically assign them to other committees, officers, or agents. A committee purpose statement shall guide the work of the Committee.

Section 2 Finance Committee - The Finance Committee shall be composed of the officers of the Association and up to four other members of the Board appointed by the President. The Treasurer shall be Chair of the Committee. The Committee shall propose the annual budget to the Board and shall perform such other duties as specified by the Board in the Committee purpose statement. The CEO/Executive Director shall serve in an ex officio capacity on the Committee.

Section 3 Strategic Planning Committee - The Strategic Planning Committee shall be composed of the members of the Executive Committee. The chair of the Committee shall be appointed by the President.

Section 4 Nominations and Elections Committee. A nominations and elections committee of five persons, a majority of which are members of the Board of Directors, and chaired by a past president, shall be appointed by the President to conduct the annual election of Association officers.

Section 5 Leadership Committee. The Leadership Committee shall be composed of the three elected officers, the four Commission chairs, the Regional Cabinet chair, the chair of the Opportunity and Equity Committee, and the CEO/Executive Director, and will address Commission leadership issues.

Section 6 Other Committees - The Board shall establish such other committees, and assign their duties in committee purpose statements, as it deems necessary to carry out the functions of the Board or the Association. The President shall appoint the officers and members of committees. Members of committees need not be members of the Board unless otherwise specified in these policies. A written charter of each committee's activities shall be prepared by the President and approved by the Board before the committee begins its assignment. Such committees shall include panels, task forces, and ad-hoc groups, as the Board may designate, and such units shall have purpose statements to guide their work.

Section 7 Mail Ballot - Voting on all matters which may be properly considered at a meeting of a committee may be conducted by mail.

Section 8 Compensation - Committee members shall receive no compensation or reimbursement for their services as members.

VII. Regional Cabinet

Section 1

(a) Purpose - The Regional Cabinet shall be composed of the chairs and the Board representatives of the six regions, and shall function as a coordinating body for the regions. The Cabinet shall serve as a forum for discussion of issues of concern to the regions, and shall advance issues to the Executive Committee or Board or other entities as appropriate and take action on regional issues as necessary. Other responsibilities of the Cabinet may include the coordination of the fall regional conference schedule, the coordination of annual regional environmental scanning efforts, and the coordination of regional membership development plans.

(b) Officers - The Regional Cabinet shall elect a chair from among the regional representatives to the Board. The election shall occur at the Cabinet's organizational meeting held each year at the Association's Annual Conference. The chair shall serve a one-year term and may be re-elected if continuing to serve as a regional Board representative. The chair shall serve on the Association's Executive Committee.

(c) Compensation - Regional Cabinet officers shall not receive compensation or reimbursement for their services as officers.

(d) Meetings - The Regional Cabinet shall conduct a meeting at the Association's Annual Conference and shall meet at other times as necessary.

VIII. Sub-Units

Section 1. Regions

(a) Purpose - The Board shall establish organizations in distinct geographic areas, which shall be known as "regions," to reflect the specific interests, problems, and relationships unique to the members of the Association in the respective areas. The purposes of the regions shall be to expand the services of the Association to its members through the development of innovative programs, to provide opportunities for the wide participation and in-service training of all levels of member staff personnel, to improve inter-institutional communications and exchange of ideas, and to establish consortia and inter-institutional cooperation in the development of programs and projects designed to meet regional educational needs and problems. The membership of the regions shall be the members of the Association that are located in the respective geographic areas. Regions may be modified or abolished through procedures adopted by the Board. The bylaws of the regions shall be approved by the Board.

(b) Officers - Officers of the regions shall be Chair, Vice-Chair (Chair-Elect), Secretary, Treasurer and the person representing the region on the Board. Except for the Board representative, regional officers shall be elected annually or biennially. The Board representative shall be elected from the eligible institutional membership of the region as herein provided. The regional Secretary shall notify the CEO/Executive Director of the Association of the current regional officers and shall submit reports to the Regional Cabinet as required by the Board. The Treasurer shall receive all monies generated by regional functions and shall cause all such monies to be deposited, invested, and expended, with appropriate reporting to and services as provided by the National Office of the Association. Interest earned on such accounts shall be credited to the appropriate regions.

(c) Compensation - Regional officers shall not receive compensation or reimbursement for their services as officers.

Section 2. Commissions

(a) Purpose - Commissions are cross-disciplinary structures that focus member activities and professional development opportunities in core areas as identified by the Board of Directors. These Commissions and their core areas are: Futures and Markets; Learning, Instruction and Technologies; Leadership and Management, and International. Within each Commission are organized Communities of Practice and Knowledge Networks. Every UCEA professional member is entitled to select to participate in two or more Communities of Practice.

(b) Composition - Each Commission is composed of 20 Commissioners serving staggered, three-year terms. A Commission Selection Committee will request nominations for Commission vacancies, which are then forwarded for review by the Commission Chairs and the Leadership Committee. Of these vacancies half will be filled through appointment by the Leadership Committee, and half will be filled through election by the members of the Association, in a manner as prescribed by the Board of Directors. Each Commission will be led by a Chair and a Vice Chair. The Commission Chair shall serve for a two-year term, and the Commission Vice Chair shall serve for a one-year term. Both the Chair and Vice Chair may be elected to a second full term. The Leadership Committee will make appointments, based on recommendations of the Commission Chair and Vice Chair, when mid-term vacancies occur.

(c) Compensation - Commission Chairs, Vice Chairs, and Commissioners shall receive no compensation or reimbursement for their services in these positions.

(d) Meetings - The Commissions shall meet three times during the year: in conjunction with the Association Annual Meeting and the summer meeting of the Board of Directors (the third meeting may be by electronic means); and may meet at other times as necessary. A Commissioner who is absent from three Commission meetings, without notifying the Commission Chair, will be removed from that position and replaced in accord with Section 2.(b), above.

Section 3. Communities of Practice.

(a) Purpose - A Community of Practice is a group of at least 30 individuals organized around professional functions or critical issue areas. Each Community has a defined mission, target membership, and a commitment to provide specified services to its members. These services shall be of a professional development nature such as newsletters, listservs, and seminars, and is focused on information sharing.

(b) Criteria for Establishing a Community of Practice - A Community of Practice may be established, modified, or discontinued by the Board in accordance with the following:

1. Formation. A group wishing to form a Community of Practice should submit its proposal to the Board of Directors. This proposal must include: a) a definition for the proposed Community; b) a description of the target audience for the Community, and an indication of why the Community would be of interest to these individuals; c) signatures from at least 30 members committed to join the proposed Community; d) a description of who and how the Community will be managed, along with the names of the individuals who have accepted responsibility for managing the community during its first year; e) an action plan for development and maintenance of regular electronic and print communications linkages with members of the Community; and f) an explanation of how the Community plans to promote interaction and information sharing among its members, and how it proposes to evaluate its effectiveness. If the proposal is accepted by the Commission, the Commission Chair will forward the proposal to the Board for approval. This approval may be obtained at a Board meeting or by mail or electronic ballot, as necessary.

2. Evaluation. The effectiveness of each Community of Practice will be evaluated on a two-year basis by its Commission, which shall recommend to the Board the continuation, modification, or termination of the Community.

Section 4. Knowledge Networks

(a) Purpose - A Knowledge Network involves a group of individual or institutional members who form around a specialized interest area for a specific purpose. Members of UCEA may join Knowledge Networks, although an additional fee will be charged to cover the costs of the Network. In addition, each Network member must agree to be an active, committed member of the Network.

(b) Criteria for Establishing a Knowledge Network - A Knowledge Network may be established, modified, or discontinued by the Board of Directors. Any group seeking to establish a Knowledge Network must fulfill the requirements for a Community of Practice (excluding the required minimum number of members), as well as indicate the special services of value to be offered by the Network, and the Network's proposed fee structure.

(c) Evaluation - Each Knowledge Network is established to function within a limited time frame. However, in those situations whereby a Network functions for longer than a two-year span, it will be evaluated by its appropriate Commission for continuation, modification, or termination by the Board.

IX. Association Meetings

Section 1. Annual Business Meeting - The annual business meeting of the Association shall be conducted in conjunction with the Association's Annual Conference. The agenda for this meeting shall include reports from the Association's Regional Cabinet, Commissions, the President, President-Elect, Treasurer, and CEO/Executive Director; the announcement of the results of the Association's election of officers; and the approval by the voting membership of the Association's dues for the next fiscal year.

X. Association Dues

Section 1. Assessment - The Association dues and dues structure for Association members shall be established by the Board and approved by the voting membership of the Association, and based on the following factors:

(a) Institutional members and associate dues shall be established according to the following criteria: type of institution, which is described within the categories of the Carnegie Council report, Classification of Institutions of Higher Education: Revised Edition; total full time equivalent student enrollment; and other factors, as established by the Board.

(b) The dues structure for professional members and institutions with affiliate status shall be based on the cost of member services provided.

(c) The membership shall be notified of the recommended dues structure changes no later than thirty days prior to the annual meeting.

Section 2. Removal - Dues shall be paid on or before the first day of the membership year. A member more than three months in arrears shall be notified in writing of such arrearage by the CEO/Executive Director. Any member which is then more than four months in arrears shall be removed from membership. A former member which is in arrears for a period of less than two years shall be reinstated to membership upon payment of its outstanding dues. A former member in arrears for a period of two years or more shall reapply through the regular membership admission procedure.

Section 3. Prohibitions - Regions, committees, Commissions, and other sub-units of the Association are specifically prohibited from assessing dues for any class of membership.

XI. Finances

Section 1. Fiscal Year - The fiscal year of the Association shall begin on January 1 and shall end on December 31 of each year.

Section 2. Budget - The Finance Committee shall propose the annual budget to the Executive Committee and Board.

Section 3. Reserves - The Association shall maintain a financial reserve in an amount of 20 percent of the annual operating expenses of the Association, or $150,000, whichever is higher.

Section 4. Contracts - The Association may seek or accept contracts or grants from government agencies, foundations, or other sources, only when the Board has determined that: (1) the purposes of the grant or contract and the services to be performed are consistent with the role, mission, and objectives of the Association; (2) that performing the services involved will not seriously divert energies and attention of the staff from higher priority objectives of the Association; and (3) that the services cannot be performed equally well by a member institution.

Whenever UCEA does accept a contract or grant it will work to perform the services in cooperation with member institutions or their staffs.

Section 5. Fundraising - Prior to any Association sub-unit seeking funds from a national grantmaking organization or agreeing to accept a gift for any official Association purpose, it must first submit to the CEO/Executive Director a project summary statement describing the project and its relevance to UCEA members, a detailed budget statement, and an indication of the foundations or corporations which the sub-unit wishes to approach for funding. It is the responsibility of the CEO/Executive Director to coordinate and provide direction to sub-units in their development efforts.

XII. Publications

Section 1. Contents - The contents of all publications of the Association or its sub-units which are intended for national distribution must be reviewed and approved by the CEO/Executive Director and, in the case of special projects, by the relevant oversight/steering committee as well.

Section 2. Design - All Association publications must carry the UCEA logo on the cover. The design of the publication is determined in conjunction with the National Office to ensure its quality and consistency with other Association publications.

Section 3. Distribution - The price for an Association publication is established in consultation with the Executive Director. Distribution strategies shall be developed prior to the issuance of the publication and shall be reviewed by the Executive Director. Mail distribution of materials by member institutions must be in compliance with all postal regulations, when required.

XIII. Modifications

Section 1. The policies and procedures contained in this Policies and Procedures Manual, unless otherwise specified by the bylaws or this document, may be changed by a majority vote of the Board of Directors at any regular or special meeting of the Board, or by a majority vote of the voting membership of the Association at its annual business meeting.

Section 2. Association sub-units and cabinets have the authority to develop policies, procedures, and operating documents within their area of operation, as approved by the Board of Directors.

Section 3. Association sub-units have the authority to modify their bylaws, policies, procedures, or other operating documents provided that such changes or procedures are not in conflict with the existing bylaws, policies, and procedures of the Association.

(Adopted April 6, 1987; Last Revised: April 2007.)