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Board Meeting #19

June 29, 2012
8 - 9 am

Conference Call

Expected Attendance

Board members present (*= voting member of the Board)
Betsy Wilson, 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 & non-voting)
Board members absent
Drew Harrington, Past Chair*
Susan Barnes Whyte, Member-at-Large (FY13 & 14)
Jay Starratt, Chair-elect*
Newly-elected Board members
Deb Carver, Treasurer (FY12 & 13)
Scot Harrison, Secretary (FY12 & 13) -- taking minutes
Natalie Beach, Member-at-Large (FY13 & 14)
Shared ILS Negotiation Team members
Deb Dancik, WU
Bill Jordan, UW
Reminders about voting
Quorum is 2/3 (7 or more)
Vote is "majority of the directors present when action is taken"
Board members cannot assign proxies
Chair is recusing herself from votes on the Shared ILS
Executive Director is non-voting

1.   Attendance (John)
2.   Welcome & introduction (Betsy) 
  • Tight timeline, are participants able to stay past 9am?
  • Expectation that the current Board will vote on a recommendation for Council consideration in July
  • The Board's recommendation could simply support the NTeam recommendations or may vary in any way the Board wishes.
3.    Quick review of work done since June 15 (jfh)
  • Product comparison
  • Financial principles (including removal of language discussing the reserve)
  • New fungible expense survey
  • New recommendation for 60/40 model
4.    Partnership (jfh)
  • John reviewed the partnership negotiations.
5.    Product comparison (Bill J)
6.    Financial Principles (Deb D)
  • Deb reviewed financial principles
  • The Board agreed that if a member needed a float, as described in the Financial Principles, there should be an expectation of repayment, and both the repayment and phase-in of the ILS fee structure should be completed within a defined time frame to be based on Council input.
7.    Cost share models, 60/40 recommendation, and TCO (Chris)
  • Chris reviewed models and the Negotiation Team’s recommendation of using the 60/40 formula
8.    Each member's fees and the concept of a shared float (Deb D)
9.    Board discussion and recommendation (Betsy)
10.  Board vote (each Board member called on for individual vote) (Betsy)
  • Recommendation 1 (Shared ILS Negotiation Team Report): Enter into a contract with Ex Libris for Alma and Primo under the terms outlined in the Ex Libris Letter of Intent (Appendix A1 of the Shared ILS Negotiation Team’s confidential “Report to the Board of Directors” dated June 29, 2012).
Michelle Bagley moved to recommend that Council adopt the Negotiation Team’s Recommendation 1. Jane Carlin seconded.  Approved (with Betsy Wilson recused).
  • Recommendation 3 (Shared ILS Negotiation Team Report): Shared ILS costs for implementation, subscription, and infrastructure (e.g., staff, meetings) are distributed among member institutions using the Alliance’s “60/40” membership fee formula in which 60% of costs are weighted by FTE and 40% are shared equally among all members. The Board is charged to work with individual members to accommodate their unique financial needs in accordance with the financial principles presented in section IV.
Chris Cox moved to recommend that Council adopt the Negotiation Team’s Recommendation 3. Vicki Hanawalt seconded.  Approved (with Betsy Wilson recused).

Deb Carver left the meeting at 8:57.

11. Confidentiality: beyond Council & NTeam, who will know of the Board's recommendation? (Betsy)
  • The Board agreed that the recommendation should remain confidential. Once a decision is reached by Council, it will be made public.
Michelle Bagley left the meeting at 9:03.
Reminder about Council webinars: July 6 2-330, July 9 1030-noon (Betsy)
  • The Board’s agreed that its two recommendations and the Shared ILS Negotiation Team’s report will be sent to Council today.
  • The Board agreed that it would be helpful to provide Council with scenarios related to financial savings, workflow improvements, and user experience enhancements that could be discussed during the webinars. Chris Shaffer agreed to take the lead on this.
The Board thanked the Shared ILS Negotiation Team for developing the financial principles and revising the cost model so quickly.

Adjourned at 9:15.