The Quality Matters (QM) project is creating an inter-institutional continuous improvement model for assessing and assuring the quality of online courses. To characterize quality, QM first turned to the research literature and national standards. The project identified 40 elements, distributed across eight broad standards, shown to positively impact student learning. These elements were then incorporated into a web-based rubric and weighted from 1 (important) to 3 (essential). The QM Rubric is the basis for course building at SDSU.