The purpose of this study was to understand the consortial approach to distance education at the state level, with a focus on examining the way three state-level virtual universities engaged colleges and universities in participating in distance education initiatives. Specifically, three research questions guided this study: (1) What structure was in place to engage higher education institutions? (2) What services were offered to member institutions? and (3) What were the barriers and challenges perceived by member institutions? Drawing on experiences of participating institutions as well as the management team of the virtual universities, this study examined the interactions between the two groups and demonstrated how the interactions helped to redefine the missions of the organization and influence the strategies used to engage higher education institutions.