Orbis Cascade Alliance Bylaws

These Bylaws are based upon the Memorandum of Understanding for the Orbis Cascade Alliance, signed by all parties. That document represents authoritative and binding obligations, expectations, and regulations on the part of all parties, and these Bylaws are intended merely to clarify and illustrate certain details included in the Memorandum. It is acknowledged by all parties that the terms of the Memorandum are the ultimate authority in any question relating to the governance or functioning of the consortium, and in no event may Bylaws be created which violate, supersede, or compromise the terms of the Memorandum.

ARTICLE I: Mission

The mission of the Orbis Cascade Alliance is to share information resources and to provide the means of delivery and support for educational, cultural and economic development of the region, through a consortium of private and public academic libraries in the Northwest. The mission is achieved through supporting a consolidated union catalog of library resources, an efficient materials request and delivery system, and other activities that enable the Orbis Cascade Alliance and its members to provide library services efficiently and effectively.

ARTICLE II ARTICLE I: Membership

1. Adding member institutions. The Council reviews for approval all requests for membership, and may accept a request by majority two-thirds vote of the members present.
2. Expulsion.  Membership in the Orbis Cascade Alliance can be terminated by the Council upon breach of duties as stated in the Memorandum or Bylaws. The Consortium may charge the costs of removal to the institution.
3. Member institution withdrawal.  Any member institution can, at its discretion, withdraw from the Orbis Cascade Alliance. Membership withdrawal will be effective 180 days after written notice. The Consortium may charge the costs of withdrawal to the withdrawing institution.
4. Dissolution. In the event of the dissolution of the organization, all assets will be distributed to institutions that are members at the time of dissolution, in amounts to be determined by the Council.

ARTICLE III ARTICLE II: Governance

1. Governing board. The Orbis Cascade Alliance is governed by a board of representatives from each member institution. That board, called the Orbis Cascade Alliance Council, includes voting members and non-voting ex officio members. Library directors of the member institutions are voting members. The Orbis Cascade Alliance management staff participate as non-voting ex officio members.
2. Conduct of Business.  The Orbis Cascade Alliance Council shall consider all matters and devise all policies necessary or desirable for the operation of the consortium and shall enforce and uphold and implement appropriate rules and procedures with exclusive authority over all matters not reserved to the authority of the member institution's administration or to the individual libraries in the Memorandum.
3. Parliamentary authority. Robert's Rules of Order, Newly Revised, 1981, will be used in the conduct of business.
4. Election of officers. The Council shall annually elect a Chair-Elect and two of four Members-at-Large, for a term beginning July 1 and ending June 30.  The Chair-Elect serves three years as Chair-Elect, Chair, and Past Chair.  Each Member-at-Large serves a two-year term.  In the event of a vacancy on the Executive Committee, Council may elect any eligible Council member to fill the seat.
5. Chairperson. The Chair shall be responsible for the orderly conduct of each meeting. The Chair may refer issues for decision to Council by electronic means; the rules for quorum and voting at meetings apply. The Chair, or anyone designated by the Chair, may represent the Orbis Cascade Alliance at conferences, meetings of other organizations, and other events.

ARTICLE IV ARTICLE III: Council meetings

1. Time and place.  Regular meetings Meetings shall be held on at least a quarterly basis according to a schedule established in advance by Executive Committee at a location agreed upon by the member institutions. A special meeting of the member institutions may be called at any time by the Orbis Cascade Alliance Council chairperson or a majority of the Council members. At least five days prior to the date fixed for the holding of any Council meeting, notice shall be sent via electronic mail or U.S. Postal Service notifying members of time, place and information concerning the meeting.
2. Quorum.  Presence in person, or by remote communication, or by proxy of members representing two thirds of the voting rights of this consortium shall constitute a quorum at any meeting of the member institutions.
3. Who is entitled to vote.  Every person participating in the meeting as a voting member or designated proxy is entitled to vote on all matters. Each member institution shall have one vote: the Director or Director designee, acting as proxy, from each member institution. The proxy designee may attend meetings and vote, under the direction and authority of the Council member and with approval of Council Chair, for no more than one year. Proxy Designee participation and voting for more than a year must be approved by Council.
4. Majority constitutes the vote. When a quorum is present, the vote of the majority of the members at such a meeting shall be the vote of the Orbis Cascade Alliance Council, unless a greater vote is required by the Memorandum or by these Bylaws.

ARTICLE V ARTICLE IV: Committees

1. Council Executive Committee. The Executive Committee is composed of the Chair, Chair-Elect, Past Chair, and four Members-at-Large. The Committee is advisory to the Chair and to the Council on scheduling agenda topics, and preparing recommendations and information for Council review and action. The Committee is authorized to act on Council's behalf on any urgent matter requiring Council approval, unless a regular or special meeting is scheduled to take place within 48 hours.
2. Other committees. The Orbis Cascade Alliance Council shall establish or dissolve other permanent or ad-hoc advisory groups as needed. Unless otherwise indicated at the time of creation, the Council shall establish the charge; membership composition, method and length of appointment; and selection of chair.

ARTICLE VI ARTICLE V: Union Catalog, Resource Sharing, Projects and Services

1. Quality and standards. Member libraries will contribute full cataloging records in compliance with MARC format, using AACR2 guidelines and standards, and follow any other policies adopted by the consortium for full or brief records. The members will strive for the best possible quality for the union catalog, and to this end agree to cooperatively resolve quality issues for individual records and for local practices affecting the union catalog.
2. Contribution, display, and merging of bibliographic records.  Member libraries contribute records to the union catalog according to the Contribution and Display Policy.
3. Removal of data.  When a member library is expelled or chooses to withdraw from the union catalog, that member library is directly responsible for all costs associated with the removal of its data from the central system.

ARTICLE VII ARTICLE VI: Relationship to host institution

1. The University of Oregon shall serve as the business agent for the Orbis Cascade Alliance and shall provide administrative and technical support for the Consortium as described in the Memorandum of Understanding. Designated funds will be deposited in an interest bearing account. The University will charge the Orbis Cascade Alliance a reasonable administrative fee, at a rate specified in a signed agreement between the Orbis Cascade Alliance and the University.

ARTICLE VIII ARTICLE VII: Financial matters

1. Budget. The fiscal year is July 1 through June 30. Each spring the Council adopts a budget for the coming fiscal year. To facilitate budget planning at the member institutions, each Fall the Council reviews and adopts a planning budget for the next fiscal year.
2. Membership dues and other fees. Annual membership dues, as set by the adopted budget, are billed to the member institutions at the beginning of the fiscal year, and are due within 30 days, unless another payment schedule is agreed to by the Orbis Cascade Alliance and the member institution. Other fees, if any, are due within 30 days or on a schedule agreed to by the parties.

ARTICLE IX ARTICLE VIII: Amendments of Bylaws

1. These Bylaws may be amended by a two-thirds vote of the members present at any regular or special meeting of the Orbis Cascade Alliance Council (vote may be submitted in writing). Notice and proposed changes or amendments must be submitted in writing to each member at least fourteen days in advance of the scheduled vote.