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Board Meeting #13

2011 October 3
930 am - 3 pm
University of Washington - Tower Room, Allen Library

Betsy Wilson, Chair
Jay Starratt, Chair-elect
Drew Harrington, Past Chair
Chris Shaffer, Treasurer (FY11 & 12)
Karen Clay, Secretary (FY11 & 12)
Vickie Hanawalt, Member at Large (FY11 & 12)
Jane Carlin, Member at Large (FY11 & 12)
Christopher Cox, Member at Large (FY12 & 13)
Michelle Bagley, Member at Large (FY12 & 13)
John F. Helmer, Executive Director (ex officio)

Visit with guests from the National Cheng Kung University (NCKU) Library, Tainan, Taiwan
  • Ruey-Jen Yang
    Library Director and Distinguished Professor of Engineering Science
  • Jung-Hsien Chiang
    Deputy Director of the Library and Professor of Computer Science
1. Welcome & Agenda Review (Wilson)

2. Short items
  • Assessment Task Force (Wilson)
    Expected outcome: finalize charge and membership
    Document: Charge and Nominations (password protected)

Board agreed to include all applicants on the task force and offer the position of Chair to Faye Chadwell.  The timeline was clarified – a mid-term report is due in March and a final report with actionable recommendations to be submitted to Council in July.

  • Demand Driven Ebook Pilot (Helmer)
    Expected outcome: discussion and development of a Board recommendation regarding an extension of pilot funding.
    Document: Status Report and Funding Recommendation
    Staff Liaison Greg Doyle is available for a call in the afternoon, as needed

Discussion centered around the request for Council commitment to continue the pilot for another year, including a similar level of funding starting in January. Discussion points: 

  • Will the pilot need more funding in January?
  • Publishers are likely to be more confident continuing their participation if they can see some action (book purchases as opposed to short term loans) and can see that additional funding is forthcoming.
  • The goal of the project should not be to expend all the funds in a certain time, so we should not be trying to tweak the parameters so that everything is spent by January. 
  • The Lack of purchases could also be due to the fact that pilot has only been going during summer months so far. 

The Board agreed that the pilot needs to be longer than 6 months, but that how much money to add is a different issue, and the financial model and division of costs could change after January.  In addition, there may be room for other changes in the later phases of the project, such as lifting the embargo on marketing the project, or changing the threshold number of hits that trigger a purchase. 

Recommendation to Council should include that the pilot be extended from 6 to 12 months and the funding be continued; funded at the same level with the same distribution.  Payment of funds would be in January, but individual council members could be offered the option of waiting until July.  The pilot will use the Reserves if necessary to fund the pilot until members are able to make the requested payments. 
Recommendation to the Ebook team that they reconsider the marketing ban as we go forward.  However, any marketing statements issued should be consistent among members.   

  • Finance Committee (Shaffer)
    Expected outcome: verbal report

Chris Schaffer reported that procedures for a small scale audit/review of our financial situation are being worked on by Moss Adams.  This will set the stage for a full audit at the end of FY12.  Moss Adams will be done with the small scale audit in about 4 weeks, and will then prepare our FY 11 taxes, which we will file in January. 

Our new banking, credit card and travel procedures are now in place, and seem to be functioning adequately.  Future efforts will focus on starting to document our procedures, which will be reviewed by the finance committee and potentially forwarded to the board for approval.  The question of e-book assets and whether or not they depreciate as do regular physical assets is still being considered by Moss Adams. 

Grant management issues are still outstanding.  There are questions regarding who can legally serve as a PI, regarding our indirect cost rate, which must be negotiated with the federal government, and regarding the indirect or overhead rate that we would charge non-members for services (for example institutional repository services, courier services).

  • Updates as time allows:
    • NWDA IMLS grant award for Cross Search Utility

The NWDA grant was successful; much work lies ahead.  This grant extends our fiscal connection with University of Oregon through 2013 (because the grant was requested through the U of O).

    • University of Idaho

Legal counsel at University of Idaho has approved the Orbis Cascade MOU, which now goes to the Idaho State Board of Education.  Lynn Baird (Library Director at the University of Idaho) is prepared to come to the November Council meeting.

    • Staff office space and HR options

The staff  have toured some potential office spaces.  Most likely the cost will be higher than current space at the U of O.  Deb Carver is supportive of the move.  Orbis Cascade is also investigating how other library consortia manage their Human Resources, interesting options include joining a local chamber of commerce, or having a private institutional member manage HR for a fee. 

On a side note, it was remarked that the cost of using the White Stag building will be going up dramatically. 
3. Final report of Summit Policy Task Force (Wilson)
Expected outcome: consider report, develop Board recommendation for Council
Document: SPTF Final Report
TF Chair Deb Carver is available at 11 for a call, if needed.

The Board had some concerns over the proposal concerning extending borrowing privileges to all patrons in the member institutions’ database:
  • worries that alumni are too small a component of population;
  • the impact will be low so it doesn’t seem worth the staff effort; 
  • there is the potential for complications due to the new shared system coming up;
  • some institutions seem very hesitant. 
The decision was to table the issue indefinitely (that is, until somebody raises it as a compelling issue).  This recommendation will be made to Council along with the report.

4. Final report of Collaborative Technical Services Team (Wilson)
Expected outcome: consider report, develop Board recommendation for Council
Document: CTST Final Report
Team Chair Susan Hinken is available at 1230 for a call, if needed.

The Board recommends forming a group to define our immediate pre-shared ILS needs.  Ask the current group to call out what those needs are (the 7 mandates?).  Offer some guidance and help with opening and closing portions of the December symposium, such as with drafting scenarios, to make sure that the Board’s expectations meet with what the group is planning.  Draft a charge and leadership for a broader group to look at longer term issues.

Noon - 1pm
5. Final report of Digital Services Team (Cox)
Expected outcome: consider report, develop Board recommendation for Council
Document: DST Final Report
Team Chair Chris Cox is present for this meeting.

The Board generally concurred with the recommendations of the Digital Services Team.  There was a desire to see the group develop a budget to go with the preservation recommendation.  And a suggestion for some content addressing migration strategies from various hosting systems in the context of a shared ILS that includes a digital hosting component.

1 - 2pm
6. Conflict of Interest (Shaffer)

Chris Shaffer reported that our current procedures are sufficient per the Finance Committee but should be revised to clarify that “chair” refers to “Chair of the Board.”  

Board discussion included 

  • Conflict of interest in this policy relates to individuals not institutions.  A private interest which is in conflict is an interest whereby benefit would accrue to the individual.   
  • Proxies as an approach to dealing with a COI
  • Board: proxies are never allowed. 
  • Council: proxies are allowed but usually carry instructions on how to vote.  Thus, a proxy for an “interested party” is not appropriate.  An allowable alternative would be for somebody with no vested interest or relationship to the interested party (for example the Provost) to designate an alternative person who does not report to the interested party, to act in their stead in this matter. 
  • Chair: If the potentially conflicted party is the chair, then the process of determining a COI can be chaired by the past chair.

The following examples were discussed and worked through by the Board: 

Examples – Could members of the Network Library Systems Task Force also be members of the Shared ILS Team?  This has more to do with appearance than actual conflict of interest, as there is no private interest involved.  However, the Board decided that the task force be disbanded in this case.  The Board also decided to do more than the COI policy requires by encouraging disclosure of institutional and individual connections to all bidders.  

Examples – John Helmer is invited to serve on a group that will advise on selection of OCLC’s next CEO.  The Board determined that this does not constitute conflict of interest.  Helmer subsequently declined to serve. 

Examples - Betsy Wilson is on the OCLC Board until Nov 2012.  This is not a conflict of interest but a person who serves on two boards owes a fiduciary duty to act on behalf of each organization which they cannot do where they have different interests in the same transaction.  Board consensus was that UW could appoint a proxy that does not report to Wilson to serve as UW’s representative for the purpose of voting on a Shared ILS.  The Board will return to this topic should OCLC decide to bid.

Action items:

  • Board will recommend that Council revise the COI form to clarify that “chair” refers to “Chair of the Board.”
  • Discontinue NLS Task Force
  • Shared ILS Team members will fill out the COI form
  • The RFP will require bidders to submit an early letter of intent to bid so the we can work through any potential COI issues.
  • Alliance staff will create a web page listing disclosures of institutional and individual connections to bidders

2 - 3pm
7. Council Agenda in November (Wilson)
Expected outcome: identification of agenda items and any other issues for the November 10-11 Council meeting (White Stag, Portland)

The Council Agenda will include: 
  • All items worked on at this meeting; 
  • an outline of the disclosure process, including the annual Conflict of Interest form that needs to be signed (last one was signed Nov 2010).   
  • A shared ILS update. 
We will invite the chairs of relevant task forces and committees to join us. 

The Board meeting adjourned at 2:45 pm.