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Incorporation: 2010 July +

Current status

The nonprofit corporation has been established and the first Board of Directors elected.  No business will be conducted under the new corporation until insurance is finalized, expected in September 2010.  Insurance is, in turn, partially dependent on finalizing an MOU with University of Oregon and receipt of an IRS determination letter.  In the interim, the Alliance will continue to function as it has since 1993 as an unincorporated association with UO serving as fiscal agent.

July 8-9
Drew Harrington signed the Memorandum of Action by Incorporator
Council  voted to 
    • "adopt the structure of incorporation and approve moving Alliance business functions to a 501c3" 
    • adopt the Resolutions 
The Board of Directors met for the first time and voted to approve the Memorandum of Action by Board of Directors

July 1: Articles of Incorporation were filed with the Oregon Secretary of State and an acknowledgment letter was received. 

March 23 - May 31: Membership review of draft legal documents (see "background" below)
     
Final Document
    
Comparison to draft
reviewed by members
Articles of Incorporation
comparison
Memorandum of Action by Incorporator
comparison
Bylaws
comparison
Membership MOU
comparison
Memorandum of Action by Board of Directors
comparison
Resolutions
comparison
Policies

        Confidential Reporting
no change
        Conflict of Interest
no change
        Document Integrity and Retention
no change

Overview & Motivation

The Orbis Cascade Alliance and its predecessor organizations have served nonprofit college and university libraries in Oregon and Washington since the early 1990's.  Originally organized as an unincorporated association, the Alliance's home and fiscal agent is the University of Oregon, with a MOU between UO and each member serving as the legal basis for the consortium.  This membership MOU was approved by the Oregon Department of Justice in 1993 and a revised version of this document was approved by the Attorney General Office in Oregon and Washington and signed by all members in 2003.

While functioning as an unincorporated association has served the Alliance well for more than 15 years, the consortium has added many members and programs in the intervening years.  A small project with a budget of $100,000 has grown to become an internationally respected consortium with eight staff, 36 members, more than 200 non-members served in six states, and a budget of $5.7 million.  Member institutions see this regional consortium as a key venue for their advancement and ability to provide first-rate services to faculty, students and researchers.  The members' ambition for their consortium is clearly evident in the organization's Strategic Agenda, featuring six broad initiatives under investigation by more that 40 staff at member libraries.

The Alliance is a great success and has a very bright future but has outgrown its status as an unincorporated association so is now working to become an Oregon nonprofit corporation in the Summer of 2010.  This move is the latest evolutionary step for an organization that has always carefully tended to its financial health and legal foundation while moving ahead with great ambition.  Although incorporation will bring some important changes, the services, strategic agenda, mission, and principal players remain the same.

Background

Draft documents reviewed by member institutions
Terrence R. Pancoast, Partner at Stoel Rives LLP, is the Alliance's attorney and author of the incorporation documents.  Documents were reviewed by member institutions between March 24 and May 31, 2010.

Oregon Public Institutions: Randy Geller, Deputy General Counsel at the University of Oregon, facilitated review with lawyers at OSU, PSU and in the Chancellor's Office (who advises the other OUS institutions).

Washington Public Institutions: Sherry Gordon, Assistant Attorney General, Office of the Attorney General, Washington State University Division took the lead to secure Washington AG review.

Private Institutions: Independent colleges provided feedback individually.
History of the Alliance as an Unincorporated Association

Personnel involved in incorporation

Legal counsel Terrence R. Pancoast 
Partner
Stoel Rives LLP, Portland, Oregon
Profile		                                                
Terrence Pancoast currently provides legal advice for several of the Orbis Cascade Alliance members or their affiliates, including Reed College (primary), Oregon State University Foundation (primary), Willamette University, Lewis & Clark College, and Whitman College. Work for nonprofit organizations includes tax exemptions, nonprofit corporation law, governance, contracts, financing, and risk management.   

Insurance broker Kelly L. Allen, CIC
Vice President
Client Manager, Public Entity and Education
Marsh USA Inc., Portland, OR 97201
 

FY10 Executive Committee Dalia Corkrum
Chair
College Librarian, Whitman College		 Drew Harrington
Chair-Elect
University Librarian, University of Portland

Deborah B. Dancik
Past-Chair
University Librarian, Willamette University		 Victoria Hanawalt
Member at Large
College Librarian, Reed College

Helen H. Spalding
Member at Large
University Librarian, Portland State University		 Donna Reed
Member at Large
Director of Libraries, Portland Community College

Jay Starratt
Member at Large
Dean of Libraries, Washington State University		 John F. Helmer
Executive Director
Orbis Cascade Alliance
   
Questions? John F. Helmer
Executive Director
541.346.1835
jhelmer@uoregon.edu