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Council Meeting Minutes #23

September 23, 2009
8am - 2pm
UO Portland Building - White Stag
Portland, Oregon

David Bilyeu (COCC),  Natalie Beach (Chemeketa), Michelle Bagley (Clark), Brent Mai (Concordia), Karen Clay (EOU), Pat Kelley (EWU), Merrill Johnson (GFU),  Jim Kopp (L&C), Susan Barnes Whyte (Linfield - by phone for the morning), Nancy Hoover (Marylhurst), Teresa Hazen (for Nancy Szofran, MHCC), Chris Shaffer (OHSU), Karyle Butcher (OSU), Marita Kunkel (Pacific), Donna Reed (PCC), Vickie Hanawalt (Reed), Scot Harrison (SMU), Bryce Nelson (SPU),  John Popko (SU), Gregg Sapp (TESC), Deb Carver (UO), Drew Harrington (UP), Betsy Wilson, (UW), Carolyn Gaskell (WWU), Sue Kopp (WPC), Jay Starratt (WSU), Allen McKiel (WOU), Christopher Cox (WWU), Deborah Dancik (WU), Dalia Corkrum (Whitman).

Daniel CannCasciato (CWU) -- no proxy
Marika Pineda (LCC) -- no proxy
Karen Kunz (OIT) -- Kunkel designated for proxy voting
Helen Spalding (PSU) -- Popko designated for proxy voting
Paul Adalian (SOU) -- no proxy
Jane Carlin (UPS) -- no proxy

Alliance staff:

John F. Helmer, Anya Arnold, Greg Doyle, Elizabeth Duell.


1. Welcome & Introductions

Dalia Corkrum welcomed Council to the beginning of a new year, and encouraged members to review notes from Executive Committee meetings which are available on the Council website.

John Popko read a proclamation on the meritorious service of Deb Dancik. Deb was presented with a gift for her work as Chair of the Council.  Thank you Deb!

Deb Carver introduced Council to the UO Portland - White Stag Building and was thanked for serving as host for the meeting.

2. Review Agenda
Corkrum called for any additions to the agenda, hearing none, she proceeded with the meeting.
Helmer reviewed two additions to the Executive Director's Report:
  • Alliance has been invited to participate in the Western Regional Storage Trust (WEST) grant-funded effort led by University of California.
  • The Collaborative Technical Services Task Force requests that Council invite more staff to respond to their recent survey.  Helmer will redistribute the survey link.

3. Summit Update
Document: Summit Update
Helmer introduced Anya Arnold, the Alliance's new Resource Sharing Program Manager. 
Arnold presented her report on the Summit program.

Discussion included:
  • It is important to recall that we are still working on a pre-Release 1 system and that the previous software platform, workflows, and best practices were refined over many years.
  • Council Member attendance at Summit Day was appreciated. It was suggested that communication with front line staff would be welcomed.
  • In response to the drop in statistics, that possibly a reminder to staff about the reasons for migration would be helpful. Also, statistics will drop at certain times.  Could increased access to electronic resources be part of the explanation?
  • Arnold reiterated the importance of sending in problem reports.
  • There is a need for a good shared understanding of how the system works. At present we are seeing a wide variety of ways of doing things. Staff need a manual, even just a basic one that is changed as needed. Also, the website is hard to navigate.
  • It would be good to have more feedback in response to problem reports and consistency in the monitoring of the circ-list so that problems can be answered authoritatively before too much time is expended in speculation.
  • There is a need to do a better job of marketing Summit.
  • Arnold, Helmer, and SPOT chair Jean Fenske are collaborating on an assessment and actions needed from OCLC.  Helmer will convey this information in a letter addressed to OCLC management.
Action: The OCLC letter assessing WCNavigator will be finalized and a copy sent to Council, SPOT, etc.

4. Alliance Legal Status Update and Discussion
Document: Alliance legal status briefing (.doc)
Dancik introduced the topic and chaired the discussion.

Discussion and Questions included:
  • Question: Is there a difference between incorporating in Oregon or Washington?
    • Answer: This was included among our first questions for the Alliance attorney.  He is licensed in both states and advises that, although there is not much difference, Oregon provides better protection for directors and officers and may offer a bit more latitude.
  • Question: Would incorporation make it easier to apply for grants?
    • Answer: In ways, yes, as an organization we would be able to approach granting organizations without seeming to be in conflict with member institution priorities; however, University of Oregon has a good team and process for the administration of grants.
  • Question: Are there any current grants that would be effected?
    • Answer: Probably not, depending on timing, but some contracts would need to be reassigned.
  • Question: Do we anticipate having a lawyer on retainer for an extended period of time? How was this lawyer chosen? How much will incorporation cost?
    • Answer: Yes, we will have a lawyer on retainer for review of selected parts of contracts, etc. Three lawyers were recommended by member institutions and interviewed by EC. Terry Pancoast, the final candidate, has worked with several member institutions. Total cost is expected to be $10,000-$15,000. However, we do not want to leave important issues unexamined simply to reduce cost. This is a big shift in our organization and we want to protect the stability of the organization and staff.
  • At this time it looks like the Alliance will contract with UO for staff and some positions will continue to have office space in Eugene provided by UO.
  • Funds that are now in UO accounts will need to be held independently and transferred to UO annually for selected services. The Alliance will need a bank account, ability to cut checks, etc. and that will be a significant transition. We can also expect to have a Treasurer and conduct annual audits.
  • Question: Does the Treasurer need to be a member of Council? How should we best structure that position? Good oversight is key.
    • Answer: These issues have not been resolved yet but are on the list of things to discuss with the Alliance's attorney.
  • Question: Does the Alliance currently invest money? How is that going to work?
    • Answer: Reserve funds are currently invested through the State of Oregon and earn interest.  The presumption is that reserve funds would still be invested but that the Alliance would need to determine how and where this was done.
  • We need to make sure that appropriate procedures and signing authority are established.
  • Current legal documents are early drafts but, once later drafts are available, all key legal documents will be made available to member institutions for review. Based on past experience, we will probably want to take a coordinated approach for public institutions. 
  • Final documents will be signed by all members.  We will need to provide sufficient time for review and signing processes at each member institution.
  • Question: What is the timeline and process?
    • Answer: Unfortunately, we don't yet have a firm sense of the timeline. There is an urgency to get it done and we recognize that there are time issues on campus as well but there are just too many unknowns at present. Council members can brief their administration now with background information that has been provided.
  • Council members would like to have the Legal Task Force develop a set of talking points for member institutions.
  • All of the institutions will need to look over the MOU and have their institution sign it. We need to provide sufficient time for member institution review.
  • Question: Have the implications of Health Insurance Portability and Accountability Act (HIPAA) been considered?
    • Answer: Not so far, but we have talked about Family Educational Rights and Privacy Act (FERPA) and can add HIPPA to the list.
  • We should address risk to member institutions.  For example, outside audits and how dissolution would work.
  • It's important to remember that there are opportunity costs that come with this kind of change. We have a very ambitious Strategic agenda and it will be a continuing challenge to keep it moving with all the legal work as well.
Large Issues
Council summarized the large issues that campuses will want to see addressed:
  • Motivation for the move to incorporate
  • Overview of issues based on Alliance legal status briefing prepared for today's meeting
  • Risk - actions taken to address risk to members
  • Assets - list of assets of the corporation along with distribution upon dissolution
  • Timeline, including steps for member institutions and opportunities for feedback
  • Old MOU - a reminder about provisions of the previous MOU
  • Qualifications of the personnel involved in the effort to incorporate

5. Ebook Task Force Recommendations
Documents: EC Recommendation (.doc) | Ebook Task Force report (.doc)

Motion: Butcher moved approval of the Ebook Task Force recommendations
Second: Dancik
  • Although previously dubious, one director indicated that he is now convinced; the report has addressed issues very well and is compelling.
  • Question: What process was followed for distributing the report?
    • Answer: The recommendations and report were distributed through Alliance list serves and has been available for several weeks.
  • As it says in the full report, it is important that this group work with other groups.
  • Success is predicated on full participation and the hope that vendors will allow universal access at an affordable price. There just isn't any evidence that this will work.
  • There does seem to be a change in the publishing and academic world. Google Books is creating a different model for sharing electronic information including books. YBP has an interest in facilitating the purchase of single ebooks for an institution or group purchases as appropriate.
  • There isn't a known model because we are creating it.
  • There are concerns about full participation; we need to see how much this is going to cost before we can fully commit to it.
  • Our best chance at success is to bring to bear the leverage of full participation and YBP's assistance.
  • This is an idea that transcends the way that we do things. We can be a game changer.
  • Question: Do we know if current members of the Ebook Task Force will serve on the new group? Is the July timeline realistic?
    • Answer: Different expertise will be needed for the new task force but there will probably be some overlap in membership. EC will call for nominations. The July timeline is reasonable.
  • It will be important to "be smart about this" and identify broadly important collections.
  • Question: If an e-book was purchased by one institution with that institution's money, would the rest of the Alliance be able to use that book?
    • Answer: No there would have to be a premium on top of the cost of the book so it would be accessible to all members.
  • Question: Is it possible to offer opt-in options? Would you be able to give us several scenarios or a tiered concept?
    • Answer: No, we can't do that. All ebook deals are linked to participation levels and that has prevented us from moving forward. The concept is that we seek YBP's help with negotiation and bringing full participation to the table.
  • This could be a "seachange;" a chance to make a strong break from current limitations.
  • This is a decision about our collection for the Alliance rather than my collection for my institution.
  • Question: Is this just approval to proceed with an investigation or are we voting on a commitment of funds?
    • Answer: The specific model(s) will come back to Council but this represents a sincere commitment to move forward, not just explore. 
  • Yes: 32
  • No: 1
  • Abstain: 0
The motion passed.
Action: EC will seek nominations and select members of the new Ebook Task Force.

6. Membership and Governance Task Force Recommendations
Document: Report (.doc) | Revised Council and Executive Committee Responsibilities (.doc)
Corkrum reported that EC recommends approval of all MGTF report recommendations.
Starratt introduced the topic and chaired the discussion.

Motion: Butcher moved approval of the Membership and Governance Task Force recommendations
Second: Kunkel
  • Question: Isn't the "Policy and Strategic Agenda" part of Council and Executive Committee Responsibilities somewhat circular?
    • Answer: The intent is that EC determines process but that Council makes decisions about policies and strategic direction.
  • If the Council and the Alliance grows, we might have to look at this again.
  • "Council is in the driver's seat and Executive Committee makes sure that things get done." Executive Committee can bring implications to Council's attention but the full group should not discuss details.
  • It would be a good idea for Council to review governance on a regular basis
  • Question: Since EC has engaged legal counsel, should that be in the grid of responsibility?
    • Answer: Yes, there will be obligations such as Treasurer that will also need to be updated on the grid as they arise.
  • Yes: unanimous
  • No: 0
  • Abstain: 0
The motion passed.
Action: Council and Executive Committee Responsibilities will be updated on the Alliance Web site.

7. Fees
7.1 Membership Fee Task Force

Executive Committee recommended formation of a Membership Fee Task Force with the following charge:
The Membership Fee Task Force is charged with providing recommendations concerning the Alliance membership fee formula, administrative fees charged to non-members and any other fees charged for Alliance products or services except new member fees. The task force is asked to consider and recommend appropriate models, independent of the total funds collected. Council's goal is to implement any changes in time for consideration in the FY11 Alliance budget process.

Chair and approximately five task force members are drawn from Council; the Executive Director serves in an ex officio non-voting capacity.

Deadline: Report and recommendations delivered to EC by February 1, 2010 for consideration by EC in mid-February and by Council on March 11-12.
  • Question: Why are we looking at this now? Is there any particular concern? Has the existing structure created inequities?
    • Answer: Member fees have not been reviewed since before merger. During the FY10 budget conference calls, EC heard concerns about the fee structure.
  • Although there are no specific guidelines in the charge, it seems likely that Council would decide to have any large change implemented gradually over more than one fiscal year.
  • Council discussed whether or not the charge should include guidance as to goals and principles.
  • Question: The Alliance has taken on new things that could cost more money. Are we looking for a way of raising money?
    • Answer: No, this is only concerned with how fees are distributed. The charge specifically states that work should be done " independent of the total funds collected."
  • In some cases there may be unintended consequences as the Alliance has grow.  The Task Force should poll Council members on this point.
  • Question: We need some specificity, can someone on Council summarize concerns felt at their institution?
    • Answer: Wilson spoke to the impact UW has seen as their FTE has increased relative to other members.  Is this a sustainable trend?
  • When membership grows, the current formula (40% flat, 60% FTE weighted) behaves in different ways depending on whether new members are large or small.
  • The Task Force should analyze fees over time and determine collective and individual impacts.
  • Question: How will the Task Force be chosen?
    • Answer: EC will ask Council members to self-nominate.
  • A smaller focused team would be good.
  • EC should consider appointing an ex officio task force member that has strong budgetary expertise.
  • Yes: unanimous
  • No: 0
  • Abstain: 0
The motion passed.
Action: EC will poll for nominations and form the Membership Fee Task Force.

7.2  New Member Fees
Document: New Member Fee Recommendation (.doc)

Motion: EC recommended that Council adopt the following entry fee structure for new members:
  • FY10: $54,000 plus vendor cost.
  • In future years, this fee will be inflated by 4% per year and included as part of the annual budget proposed for Council adoption.
    • Concern was raised about the possibility that higher fees will prevent new members from joining.
    • The Alliance provides much more value than it did 15 years ago.  When the original fee was established, a library joined a small union catalog but that was all. The original amount did not even include the borrowing feature of the catalog, let alone the other services and activities that now come with Alliance membership.
  • Yes: unanimous
  • No: 0
  • Abstain: 0
The motion passed.
Action: The new fee structure will be conveyed to prospective members.

8. Report on Executive Director 2008 Evaluation

Council met in executive session to review EC's evaluation. When staff rejoined the meeting, the Executive Director was greeted with a standing ovation. All staff assumed that the report went well.

Minutes by Duell and Helmer