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Board Meeting #4
2010 October 7
9am - 4pm
Radisson - Portland Airport


Attendance
Drew Harrington, Chair
Betsy Wilson, Chair-elect
Dalia Corkrum, Past Chair
Chris Shaffer, Treasurer (FY11 & 12)
Karen Clay, Secretary (FY11 & 12)
Donna Reed, Member at Large (FY10 & 11)
Jay Starratt, Member at Large (FY10 & 11)
Vickie Hanawalt, Member at Large (FY11 & 12)
Jane Carlin, Member at Large (FY11 & 12)
John F. Helmer, Executive Director (ex officio)

________________________________________
1. Incorporation
1.1 Update (Helmer)
The Orbis Cascade bank account is set up and ready to go; the tax designation is ready to be filed as soon as the MOU with University of Oregon is signed.

1.2 Finance Committee (Shaffer)
Review, revise, and approve charge, appoint members
Summary of suggestions made:
-    Finance and audit can be combined into one committee, as long as we ensure that the executive director is excluded from auditing discussions.  
-    Proposed two year staggered term for some members of the Finance Committee is intended to minimize loss of institutional memory and to promote continuity.  
-    The charge could include such items as – ; drafting policies regarding travel or necessity for rental car insurance; policies regarding the acceptance of a sponsorship; or guidelines for what should constitute a project to which all members must contribute, versus an opt-in project.  

The question of whether or not the Board should hire a non-council member to serve as a paid CFO was also discussed, with the decision that for now we should wait and see if this is needed.  

MOTION:  Moved that the Board suggest creation of a Finance Committee, with the charge as outlined in the attached document.  

Moved:  Chris Shaffer
Seconded:  Betsy Wilson
  • Motion passed unanimously  

1.3 Conflict of Interest (Harrington)
Review, revise, and approve document
Document: Draft policy
Background:
Question: In the Conflict of Interest policy Section V Paragraph B, it says "Each Officer, Director and employee…." Why doesn't it include Council members disclosing?

MOTION: Move that paragraph B include "Each Officer, Director and Council member and Employee..." Moved: Wilson; Seconded: Chadwell
Discussion: In this context, the "Council member" refers to the representative of the institution. The Member is the Institution that is being represented not the individual who is at the Council meeting.
Council concluded that we should not edit as a body of the whole and probably need to seek legal counsel before making such a change.  Since this is a policy document, revision is relatively easy.

MOTION WITHDRAWN Wilson withdrew her motion with the understanding that topic will be considered by the Board and return to Council.  Chadwell agreed.

-- Council minutes for 2010.07

In consideration of this suggestion, the Board concluded that council members should be considered to be individuals, as well as representatives of their respective institutions, and that the motion should be reconsidered in this context.  
MOTION:  Moved that in the Conflict of Interest Policy Section V Paragraph B, paragraph B be expanded to include "Each Officer, Director and Council member and Employee..."

Moved:  Betsy Wilson
Seconded:  Vickie Hanawalt
  • Motion passed unanimously  
Board discussed the need to bring this to the council for their information at the November meeting, as all members will need to review and sign this every year.  


1.4 UO MOU (Helmer)
Review, revise, and approve document.
Document: Draft MOU

The MOU has gone through several iterations back and forth between counsel for Orbis Cascade and Counsel for University of Oregon.  
There will be some changes  for the Orbis Cascade staff as a result of a completed MOU:  administrative staff are now entitled to only 4 months notice before layoff, and classified staff can be reassigned  by UO; U.S. mail service is no longer provided, and government vehicles are not available for Alliance staff use.  
The most substantial changes are in the sections on insurance and on the ownership of work products (by statue, the U of O must own Intellectual Property created by employees).
Current iteration sent to UO Counsel Randy Geller states that only Orbis Cascade can sublicense Alliance created intellectual property.
Questions for Alliance attorney:   
  • Can UO sell the IP without the approval of Orbis Cascade?   
  • Can we insist upon a shared division of benefits from selling/licensing?  
  •  What terms are specified for intellectual property that is a shared creation with people from many institutions, including possibly institutions outside of Orbis Cascade?  
-    Can we incorporate a phrase in the MOU that any grant to license Orbis Cascade Intellectual Property is in perpetuity (so it can’t be revoked) – for example “Royalty Free license In Perpetuity”.  
John will take our questions back to Alliance attorney and show us the next iteration, then send it to Randy Geller.  


2. Strategic Agenda (Harrington)
Review and discuss reports; develop recommendations for Council consideration; determine whether selected Team chairs should be present for the Council meeting.

SA1. Cooperative Collection Development
SA1.1 EBook Team

Document: Final report

Anticipated issues and potential responses:
  • Could the initiative be accomplished with less than 100% participation?  Board concluded that 100% participation is crucial to success and to maintain the direction already identified in our strategic agenda.  Less than 100% participation could also incur technical difficulties, and is not the direction we seek for this shared collection development initiative.  
  • The timing may not be optimum – could we entertain a different start date?  Possibly, a later start date could allay financial concerns about when the money has to be provided, and could result in a trial period during the academic year (rather than the summer months), thus reaching more students on more campuses.  Caveat – we really don’t know how long the pilot will last, 6 months is an estimate.  
  • To allay potential concerns we need a  strong section on Evaluation of the pilot, including a clear definition of the metric that will indicate success.  
  • How will we deal with it if an institution (voting against the initiative but in the minority) refuses to pay their bill?  Board felt it would be a mistake to allow members to pay a reduced amount, full payment should be an expectation.  One potential option may be to allow payment during either the current or the upcoming fiscal year of the trial.  
  • Concern that the pool of books may not be relevant to all the institutions.  This could be addressed by encouraging those who are worried to join the committee to create the approval plan.  Caveat – there may be other concerns about the selection of the steering team (section 4).  
Board concluded that the report recommendations should be presented as Board recommendations (including the insistence on 100% participation), and that we should offer a conference call prior to the council meeting to get a heads up on potential concerns.  

SA1.2 Collection Development & Management Committee
No report at this time

SA1.3 Shared storage facility
Verbal update from Helmer
Note that the RLSC is now addressed in the strategic agenda under the broader shared storage heading.  

John Helmer reported that Oregon State and University and University of Oregon are proposing a joint library/IT facility, to be funded through lottery bonds.  The project has made it onto the initial OUS capital construction project list.  The focus of the project would be more on providing server space and the means for disaster recovery as well as physical materials storage.  At this point the likely location would be OSU.  

SA1.4 WEST & Center for Research Libraries
Discussion of WEST and CRL projects, determination of Alliance role in each
Documents: Proposed Alliance role in WEST

The WEST proposal has gone forward to Mellon, with approval possible in December.  
Comments/suggestions from the Board:  
  •  In this case, 100% participation is not strictly necessary, as Orbis Cascade does have capacity to fund this using only commitments from some members.  However, our involvement is mission driven and an integral part of the Alliance commitment.  Board recommended that the WEST costs be considered an integral part of Orbis Cascade budget, which effectively rolls the WEST fee into the Orbis Cascade membership fees.  An advantage if costs are rolled into membership fees, is that  this then  becomes one less item that other entities at each campus (for example finance officers) can  question for funding.  
  • Would members be joining WEST directly or through the Alliance?  The Board recommended that members join through the Alliance, and the Alliance bills and signs the MOU on everyone’s behalf. 

John will bring this proposal to WEST/CDL.  

CRL's Global Resources Forum
The proposal is that institutions will need to be part of this in order to contribute collections to WEST.  Board questions:
  • Why was CRL in particular chosen to be the focal point?
  •  Why is the price tag larger than for WEST?
  • Could the Alliance maintain a membership in CRL on behalf of individual institutional members?
  • Does CRL have the capacity to do the development work or will they be subcontracting?  
Board concerns:  
  • CRL involvement seems arbitrary;
  • The additional cost will constitute a big barrier for people to see what’s in the archive and find it useful;  
  • This may have a very narrow audience;  
  • This comes across as a wrap around pre-existing projects, some of which have been in place for a long time.  The focus of the project is unclear.  
John Helmer will share this input with CDMC and take the concerns back to WEST.  

SA2. Future of Integrated Library Systems
SA2.1 Shared Integrated Library System Team
Documents:
This report was considered in conjunction with SA2.2 Network Library System Task Force and

SA3. Collaborative Technical Services
Board comments and suggestions:  
  • The potential cost savings alone makes the shared library system very compelling.   
  • If we have staggered adoption (early and late adopters) then the savings will become a reality only at a certain point, it’s not clear exactly where.  
  • Other savings and timing concerns may be related to differences in server age at various institutions, and when a new server is required.   
In presenting this to Council, the shared library system agenda item should be seen as the framework that ties multiple strategic agenda initiatives  together, and should be used to reaffirm our vision, to encourage buy-in to a shared vision, and to set the stage and provide a more global introduction to our strategic directions.  Placed in proper context (prefaced with a short motivating talk), this agenda item could set the context for the strategic agenda.   
Many of the recommendations form a set of things to be thinking about, not concrete tasks to be done.  Therefore the Board recommends that we accept all three reports together, then identify some specific actionable recommendations that could be pulled out within the broad context of the shared ILS.  These could include:
  • Combining Recommendation 1 and Recommendation 6.  
  • Including the specific actionable items in the recommendations on legal and governance issues.
  • As an alternative to Recommendation 6, suggest that we create an RFI to obtain a vision for what a shared system might do for us five years down the road (in terms of outcomes, not functionality).  
  • These Recommendations merit starting fresh with a new group (possibly chaired by John Helmer).  

SA2.2 Network Library System Task Force
Document: Status report
This was considered in conjunction with SA2.1 Shared Integrated Library System Team and SA3. Collaborative Technical Services


SA2.3 EOU and Evergreen
Verbal update from Clay & Helmer
Sage expects to migrate to Evergreen on December 30th 2010.  EOU is planning to continue using III for acquisitions and serials work until the end of the fiscal year, June 30, 2011.  Work is being done to ensure that WCN and Evergreen will be interoperable, thus allowing EOU full Summit participation to continue.   


SA3. Collaborative Technical Services
Document: Final report
This was considered in conjunction with SA2.1 Shared Integrated Library System Team and SA2.2 Network Library System Task Force.

The Board felt that we could move forward with the tasks in the left hand column on page 11, and proceeded to consider many of the individual recommendations on page 4.   Some comments made:
The Shared Best Practices recommendations are important even in the absence of moving ahead to a shared ILS, however, they should be looked into with the assumptions that they will be implemented in the context of a shared ILS. 

For recommendation FL1, a listserv may be easier to maintain than a directory; it would allow people to ask for help as the need arises and would not pose the updating challenges of a directory. 

BP2 - May encounter issues of timing. 

FL2 - A pilot project is needed in order to figure out the logistics and answers to questions on p. 13.
 
FL3 - Though not specified, map cataloging may be highly suitable for this recommendation.  Rather than hiring,  outsourcing with the Alliance providing the contract management may be preferable.  The survey sent out by the group should be revisited to ensure that this recommendation does indeed have significant Alliance membership support.
 
GD1.  This addresses point number 4 from the charge.  The Toolkit on p 16 incorporates a variety of suggestions, which could be pursued separately if desired, with no necessity for a commonly held agenda.
 
In addition to assessing the specific recommendations from the report, the Board attempted to identify additional steps that could be taken to help us create a culture of acceptance for shared cataloging services.  Suggestions included workshops, a symposium based around the suggested pilot projects , instituting a 2-day summit on a variety of topics, with 1 day spent together as a group and 1 day spent in smaller groups pursuing the various possible different directions. 

Thoughts were that the group should continue with similar membership and a slightly altered charge, to be formulated by the Board, possibly centered around the idea of creating a cataloging policy group.  


SA4. Digital Initiatives
Document: Final report

Board comments:  

This group is very specialized and the initiatives may not be easily understood by Board/Council.  It may help at the meeting if a member of the Team  could give an overview and answer questions so that  we all could get a firmer understanding of the exact implications of the recommendations.  

The Cross-search utility (formerly discovery prototype) seems to be a unique idea, well regarded, not previously worked on, etc.  But what is involved in applying for a grant-- will it require a lot of Alliance resources (either for grant writing or management)?  General feeling was that the Team is clearly very enthusiastic and could  pursue  the project.  However, the  Board will want to see the grant and to understand implications before agreeing to final submission.  
 
The digital service day is supported in principle, with an awareness of the impact of so many events  on Alliance resources.  Could this be combined with another Alliance “day” for efficiency and synergy?  Could this be run in a parallel manner to the CDMC - With potential involvement from all member libraries, and input from a steering team.  


SA5. Discovery
No action planned for this meeting.  

3. Miscellaneous
3.1 Member travel restrictions (Helmer)
Are staff at public institutions restricted to in-state travel?
Item not addressed at this meeting.  

3.2 Statewide California Electronic Library Consortium (SCELC) and WC Navigator (Helmer)
Discuss collaboration opportunity.
SCELC is dong a navigator project.  Should we link our systems?  Board had concerns that it could be difficult to resolve issues with the courier system, and that SCELC is a large and complicated group that would push the geographical boundaries of the Alliance.  The Board is generally favorable about such an exploration but judges that it is a secondary priority. Helmer will continue working with SCELC and report back.


3.3 OCLC group services (Helmer)
Discuss next steps.
Item not addressed at this meeting.  


3.4 Executive session (Harrington)
Helmer is excused.


3.5 Discussion: SkyRiver, III, and OCLC (Harrington)
Wilson is excused. Note: Due to the pending III/SkyRiver lawsuit against OCLC, Betsy Wilson, who serves on the OCLC Board of Trustees, has requested that she not participate in Alliance Board topics related to the lawsuit.

The Board discussed the status of the Skyriver/III lawsuit.  No votes or action items resulted from this discussion.

John Helmer and Drew Harrington will work together on the action items arising from today’s meeting.  
Adjourn at 4 pm.