University Professional and Continuing

“The executive committee is made up of the president, president-elect secretary/treasurer, immediate past president, chair of the network senate chair of the regional cabinet and the ceo (ex-officio). The executive committee may act in the place of the board when authority is designated by the board and where action by the executive committee is temporary and subject to approval by the board.”

“Membership in the association shall be divided into the following categories: institutional, corporate and affiliate. The board of directors of the association shall have the authority to create additional categories of membership. The association's membership categories are defined as follows: institutional members: institutional members shall be comprised of degree-granting institutions of higher education accredited by a regional accrediting body or other appropriate accrediting body in the case of non-u.s. Members. Where there is no recognized accrediting body, admission as a non-u.s. Institutional member will be at the reasonable discretion of the board. 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 higher education directory. System offices and other similar coordinating bodies are eligible for institutional membership provided that the institutions they coordinate meet the accreditation standards described above. Each institutional member is entitled to an institutional representative, alternate representative, and a number of professional representatives. Corporate members: corporate membership is available to business entities that provide goods and services within the higher education sector. Corporate members shall not be eligible to vote on association matters or serve as an officer of the association. The president may appoint, at his or her discretion and subject to board approval, a representative of the corporate membership to serve on the board of directors in a non-voting capacity. Affiliate members: affiliate membership is available to international higher education institutions located outside of the u.s. And canada, nonprofit organizations, and individuals having an interest in the activities and nonprofit purposes of the association. Affiliate members shall not be eligible to vote on association matters nor shall they be eligible to serve as an officer of the association or serve on the board of directors.”

“The elected officers of the association are the president, president-elect, immediate past president, and secretary/treasurer. The board development committee of the association will accept and review nominations for the elected officer positions of president-elect (each year) and for the secretary/treasurer (every two years). Not less than ninety (90) days prior to the annual meeting, the board development committee shall present a slate of one (1) candidate for each of the positions of president-elect and secretary/treasurer to the institutional representatives for vote by u.s. Mail, electronic mail or facsimile ballot. Ballots of the institutional representatives must be returned within twenty-one (21) days of the date the written ballot is sent. The president-elect and the secretary/treasurer shall be elected by majority vote of the institutional representatives and shall take office at the conclusion of the annual conference. In the event a candidate for either or both offices does not receive a majority of the institutional representative votes, the board development committee will consider and present a slate with an alternative candidate for the office(s) to the institutional representatives for vote by written ballot which must be returned within twenty-one (21) days of the date the ballot is sent. No member of the leadership committee may be a candidate for elected office presented by the committee.”

“Any proposals to amend the bylaws shall be reviewed and considered by the board of directors and approved by majority vote of the board, with the board approved amendment then submitted to the institutional representatives for vote upon on a thirty (30) day written ballot sent by u.s. Mail, electronic mail or facsimile. Such ballot shall include the proposed bylaw amendment(s) and the date by which the completed ballot must be returned to the association. Bylaw amendments shall be adopted by a majority vote of the institutional representatives.”

“The form 990 is completed by the auditing firm and submitted to management for detailed review. In 2024, the filed 2023 form 990 will be provided to the board after it has been filed with the internal revenue service.”

“Each director and principal officer with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. If the governing board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey or other information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

“15a. Upcea uses association compensation surveys to aid in the determination of salaries for officers and key employees. 15b. The president and president-elect conducted a performance review with the ceo and provided him with a written evaluation. Feedback was provided by the board of directors. The executive committee determined the compensation aided by the washington higher education secretariat compensation and benefits survey.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public, upon request.”

“The process has not changed from the prior year. The board of directors is responsible for the oversight of the independent audit and selection of the independent auditors.”