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Board Meeting #3
2010 September 8
2:00 - 3:30 pm conference call

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)

Welcome (Harrington)

1. Short topics (Helmer)

Action items
  • Incorporation
  • Membership MOU: out for signatures, first one is back!
  • Filing for IRS "Recognition of Exemption": delayed from Stoel Rives (was originally expected by mid-July)
  • UO MOU: in process (Randy Geller at UO is examining it)
  • Insurance: in process (must be in place before we can conduct substantial business)
  • For a future Board meeting: revision to Conflict of Interest Policy; timeline for signing
  • Summit Policy Task Force
  • : members and chair have been confirmed and they have had their initial meeting
  • Memorial donation:  a $500 contribution to the Aurora Colony historical society was made in the name of Jim Kopp.  
  •  University of Idaho membership offer: A formal offer letter has been sent, the Library Director (Lynn Baird) will be a guest at the next Orbis Cascade meeting.  
  • WEST
    • Annual fee for 25 members is estimated at $12,500, minimum $500/each.  Can the Alliance presume 100% participation?
    • Summary of next steps:
      • By September 10: Confirmation of WEST participation commitment
      • September 15: Final proposal to Mellon Foundation, including confirmed members
      • Fall 2010: Member agreements executed
      • January 2011: If awarded, funds available from Mellon, project begins
    • The implications of consortial membership still need to be worked out – get back to John Helmer with ideas on the topic.  

2. Finance (Shaffer)
Discussion of Board intention regarding various financial topics.
  • Finance Committee:  Purpose of this committee would be to advise the treasurer, possible membership would be the treasurer, past treasurer and past president.  Board advocated that the membership be closely tied to the function of the committee, and that we be careful not to end up with a committee where the required skills or expertise are beyond the purview of most board members.     The Finance Committee charge could include the following:  budget preparation (as reviewers, not initiators of the process), policies related to finance, documenting policies, and reporting to the Board.
  • The Board agreed that the Executive Director, the business manager, and the treasurer should be authorized to sign checks and deposit funds.  Limits for signing checks and contracts ($$ amount that will be automatically approved without higher authority) could be decided by the Finance Committee.
  • The Board confirmed that the Executive Director will be responsible for the negotiation of contracts and licenses, and approval of contract and license terms.  
  •  Financial reports: frequency, audience, degree of disclosure
  • The board indicated that investments (reserve funds, short and long term investments) could be the responsibility of the Finance Committee, but that the committee would most likely need to look outside for expertise, so its role would likely be to recommend an investment firm.   Recommendations from outside experts are also needed for tax preparation and auditing (who should do this and how often), for financial reporting (how much to display on the website), and for the FY12 budget process and timeline, which is likely to change.  
Chris Shaffer will send a draft proposal for the Finance Committee charge to the Board before October 7th.  

3. Strategic Agenda (Harrington)

Final reports are expected on October 1st from:
The Board will meet face to face on October 7th to develop recommendations based on these reports; and the Council meeting to discuss, revise, and vote on the Board recommendations is Nov 11-12th.  At this point in the Strategic Agenda, the final reports are expected to require decisions and action (as opposed to more investigation), and the Board needs to prepare accordingly.  It was suggested that we may want to get a verbal report from one or more of the Team chairs at the November Council meeting.  Board members committed to reading final reports in a timely fashion, so the Board can decide on October 7th which reports are likely to generate questions requiring a verbal presentation from the Team chairs.  

The Board also discussed the need to factor in financial implications of the recommendations as much as possible during the November Council meeting, so that the decisions made have a foreseeable impact, and libraries are not taken by surprise.  For future strategic agendas, we may want to survey libraries to find out at what time of year they set their budget, and then adjust the Orbis Cascade budget cycle so that it meshes closely with the membership budget cycles, particularly with respect to actions arising from the Strategic Agenda.  

4. Topics requiring Board member recusal (Harrington)  - (Wilson is excused)
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 involving parties to the suit.
This item was postponed until the next meeting.

Respectfully Submitted,
Karen Clay, Secretary