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Board Meeting #7

2011 January 28

9am - 2pm
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)
John F. Helmer, Executive Director (ex officio)

________________________________________
1. Brief Items

1.1 Incorporation update (Helmer)
  • Pacific Continental Bank
  • Moss Adams (auditor)
  • Marsh (insurance broker)
We are setting up online banking with Pacific Continental.  The new auditor, Moss Adams, yesterday started working with Debi to get things going. 

The insurance broker, Marsh, has approached 4 businesses to get quotes and information on management liability.  One declined to respond, on the grounds that the organization is too close to the University of Oregon); one is late in responding, and the remaining two (Chubb and Great American) responded very differently to the request. 

We asked about three types of liability: Directors and Officers, Employment Practices, and Crime (employee embezzlement for example).  Of the two responses, Great American is straightforward and inexpensive and looks like the apparent direction to go.  Chubb has lots of exclusions.  For liability coverage, Chubb quoted $1Million at a cost of $5,000 per year.  Great American quoted $1Million at $1,500.  These differences are not unexpected, as each company independently makes its own assessment of risk.  There is also some question as to whether or not we actually need EPL, since our employees are actually U of O employees.
 
The Board felt that we should ask Marsh to approach more companies if possible, as we need at least 2 comparable quotes to make a decision.  We also want to ensure that Marsh is confident in all the companies they approach (as to their reputation and standing in the market). 

Some discussion centered around how we determine how many $million we need in liability?  Although the decision is a board decision, we should first discuss it with the Finance Committee. 

Next steps in this matter will be to try (through Marsh) to get a quote from Travelers, and make a decision before the Feb 15 meeting, if possible by Friday February 04.  If there are no red flags or other comparable quotes, then we suggest going with Great American. 

It was brought up that liability insurance is one more item where there is an effect due to the Orbis Cascade staff being U of O employees.  This introduces one more reason to address staff status as a future project.
 
1.2 Finance Committee (Shaffer)

The Committee is waiting for background material.  Moss Adams has only just begun to communicate, and recent meetings have been postponed.  At this point, the Committee is waiting to see what Moss recommends doing next.  The most pressing issue is that the Gap MOU with U of O expires at the end of February and it would be nice to be fully independent by then so that we don’t need a new one.
 
1.3 Conflict of Interest (Harrington)
Expected outcome: Review declaration summary, discuss how information should inform Alliance processes, and determine if any additional action is needed.
Document: Summary (password protected)

Now that all the conflict of interest documents have been signed and returned, we need to decide how to deal with potential conflict of interest issues.  Should we rely on individuals with a potential conflict of interest to recues themselves, or should they be asked to recues themselves by the Board or by a committee?  Do we need someone to work with individuals with potential conflicts and decide on a plan to ensure that conflict does not affect the proceedings?  The plan can be put into writing and jointly agreed on.  The Board discussed options such as appointing a conflict of interest committee; adding this to the duties of the Finance Committee; or assigning a conflict of interest officer. 

Board decided that the first step is a simple assessment of whether the signed disclosures  rise to the level of a conflict of interest.  The Finance Committee can take on this role, as conflict of interest is usually centered around financial interests.  However, the Finance Committee may need some guidance. 

After discussion, the Board decided that guidance on conflict of interest issues is not something that we will be asking for an audit firm to provide (these firms usually don’t have the appropriate technical – that is library – background or experience).  The Board further decided that signing a conflict of interest form is not necessary for every potential committee member (the committee members don’t have decision making power, they are advisory in nature).
 
ACTION ITEM:  Chris Shaffer  will ask the Finance committee to develop a procedure for managing conflict of interest and return it to the Board for approval. 

1.4 Board and Council development (Harrington)
Expected outcome: discuss potential for overview or introductory sessions held annually for all Council members, Board members, or new Council members.

Currently, new Council members are welcomed by John Helmer and also via our mentor system.  New council members aren’t always immediately ready to fully focus on the Alliance given their many new responsibilities at their home institutions..  The Board suggested having a formal annual orientation, held in conjunction with a council meeting.  This would cover the main points of Alliance history and culture and expectations, and could probably be done in 2 hours or less.
 
Regarding the orienting of new Board members, it was suggested that more experienced (not Older) Board members prepare a packet of information for the new board members.  An example of a topic that may need clarification on an ongoing basis is the Board member relationship to Orbis Cascade staff.
 
1.5 Board elections & steering team appointments (Helmer)
Both processes begin in February  

1.6 CDMC status reports (Helmer)
Expected outcome: Review status report, determine if any additional action is needed.
Document: Report


Although there is a recurring need for data/statistics expressed in the report, this is not necessarily a universally held view, it was not felt that action was needed at this time.  The idea of having the CDMC group take ownership of managing our WEST and our DPR involvement was discussed.  The Board would like to be intentional in indicating that rather than merging our DPR with WEST, we will be working to make our DPR compatible with WEST.
 
The Board discussed a potential new area of interest for the CDMC.  This involves whether or not Orbis Cascade could become a consortial member of the Hathi Trust (another consortium, the Oberlin Group, apparently does not have membership).  

ACTION ITEM:  John Helmer will ask Greg Doyle to take a look at the possibility of joining the Hathi Trust.  

1.7 Summer Meeting (Harrington)
Expected outcome: discussion of Council schedule and feedback from members.

This plan has been met with mostly positive feedback.  One difficulty is deciding how much formal Council meeting time to schedule, and how much to leave Ad Hoc.  Ideally we would like to encourage Council members to stay for as much of the meeting as possible, without putting an undue burden on Council members.  It would help Council members if it was  made clearer how much time they are expected to schedule. 

The Board discussed arranging the schedule to encourage Council to participate at a level that seems reasonable.  The formal Council meeting at the end could be shortened, and much Council business could be strung throughout the full 3 days.   To encourage Council participation, members could be put on the Agenda when possible, including during a plenary session, possibly including more formal recognition of the various Steering Teams and Committees.  This Plenary should be fun, not a chore. 

2. IMLS National Leadership Grant for NWDA Cross-Search Prototype Development (Helmer)
Expected outcome: review estimates of overhead and, if deemed appropriate, approve for submission.
Background documents: IMLS grant abstract, narrative, budget

Executive Director recommendation: During the December 8, 2010 Board meeting, this grant was approved for submission with the understanding that staff should attempt to reduce the projected time commitment for Alliance technical positions.  Both positions were reduced from an original .2 to .15 FTE during the more intense six-month period of the grant (January - June).  The proposed grant is consistent with Alliance goals and the projected overhead is manageable; ED recommendation is to approve submission.

The Board confirmed with John Helmer that the Alliance can take on the grant and still maintain the FTE capacity to do all the things we need to do.  The Board suggested making sure that the new Chair of the Digital Services Team is aware of this development, even though the grant is to the NWDA, and not part of the Digital Services Team charge.  It was suggested that we encourage the NWDA to present the exciting prototype at a wider variety of conferences and venues in order to reach a broader audience. 

3. Budget for FY12 (Helmer)
Expected outcome: review draft, determine revisions.  Final FY12 Budget submitted to Council with a Board recommendation for a vote on March 10-11.
Documents: memo, draft budget (password protected)

The Board discussed a number of potential areas of concern in the budget:
 
The cost associated with the procurement process (RFI and possibly RFP) for a new shared ILS.  First, this cost is difficult to estimate in advance.
 
ACTION ITEM:  John Helmer will obtain an estimate of potential RFI cost from the shared ILS group.
 
Second, how should this be funded?  Suggested options include using our reserves; increasing membership fees; or imposing a one-time tariff to cover the cost of the shared ILS process. 

The Board discussed referring the question of using our reserves for the RFI to the Financial Framework Task Force, along with the broader issue of what our reserves policy should be and whether we need more designated reserves such as a strategic reserve or an agility reserve, and how much our operating reserve should be for FY12.  The current reserves policy is not prominent and needs to be put up on website. 

Currently, our reserve is adequate, and is used as a buffer to aid with cash flow.  Our personnel reserve is OK for four months.  Given a personnel reserve of four months, the numbers show that we have the flexibility, if needed, to pay for ILS transition for FY 12 from current reserves.  The final decisions on how to include the costs associated with the RFI process, and on what to suggest for the reserve, need to be made during the week of Feb 18-25, which is two weeks before the proposed budget needs to be available  before the March Council meeting. 

The Board discussed the budgeted increase (5%) to Orbis Cascade staff salaries.  These are controlled through the University of Oregon, and due to their internal budgetary restrictions staff salary increases of any size may not be allowed.  It was noted that state funded institutions in Washington are allowed to offer time off in lieu of salary increases. 

The Board decided to opt for separating the fees for WEST membership from the general Orbis Cascade Budget.
 
Other non-optional but varying level fees - such as the E-book fee and Courier fee - were also discussed.  Including these fees in overall membership can lead to membership fees that are not really reflective of the actual membership level of the institution.  This is because different institutions may opt for different levels of opt in/out services, for example courier service.  Including these fees but assessing them separately is more appropriate, and sometimes this approach is needed at some institutions, even for the non-optional fees.  It was noted that the Alliance Staff is very flexible with billing, and can lump together separate costs into one bill if necessary for an institution (for example, all ER purchased can be billed together if requested).
  
The Board discussed planning for an increase to membership fees that reflects a round number.  That was not pursued as it seems arbitrary, particularly in times of difficult budgets. 

The Board discussed projecting forward past the next year.  Not to specify a $$ amount, but to provide Council members with an early warning for budget planning, and to remind people what is out there on the horizon that may have to be factored in.  Examples might include:  New Alliance staff position approved for sometime in the next 5 years pending council approval; Many initiatives will be associated with increasing expenses; The cost of absorbing the staff into Alliance rather than having them through University of Oregon.    Clearly we can’t delineate a dollar figure associated with these, but they can serve as a guide as well as a warning that we can’t necessarily know all potential sources of increased expense.  It will also be important for Council to flag that WEST and eBooks are not in membership fees, and fees will be levied separately for these.
 
The Board noted that the income increase in the ER program from FY11 to FY12 is large.  This is because many external members have started using the Alliance instead of BCR which was recently acquired by Lyrasis.  The Board wanted to make sure that Alliance staff was able to keep up with this sizeable increase in business. 

4. Summit Policy Task Force Report (Helmer)
Expected outcome: review report, provide feedback to task force.  Final report submitted to Council with a Board recommendation for a vote on March 10-11.
Document: Report to the Board

The Board wanted to confirm that the extension of privileges to all people in the patron database is at the discretion of the home library.  The Board expressed the hope that there will be the potential to review some sections (particularly (D) Floating collections) at some point in the future, even though no change is recommended at this time.  The Board noted that some of the recommendations are vague, particularly as to who should implement them. 

The document went forward with Board recommendation to approve what has been done so far.  At this point a survey and other work mentioned in the current document still need to be completed.  

5. Executive Session (Harrington)
Helmer is excused.  


Submitted by Karen Clay