>> Meetings Annual Board Meeting Report, October 1999 Wednesday October 20, 1999 10:00 am - 3:30 pm Conference Room Association of Research Libraries 21 Dupont Circle, NW Washington DC R E P O R T SUMMARY BOARD MEETING REPORT   Board Members Directory Director's Report 1998-9 Planning Budget FY2000-2002   In Attendance: Susan Fox, David Green, Charles Henry, Stanley Katz, Joan Lippincott, Samuel Sachs, Christine Sundt, Duane Webster Apologies: Kathleen McDonnell, John Unsworth, Steven Wheatley, Patricia Williams   EXECUTIVE SUMMARY The proposed slate of officers and directors' terms of service were approved. The Principles and Recommendations of the Finance Sub Committee of the Strategic Planning Working Group were approved. A slightly revised budget for FY 2000 was approved A motion was passed to establish a reserve fund. The board recommended a goal for the fund of 10% of the annual core budget, that the fund be secured from the fund balance and that NINCH seek a surplus budget in the next few years. A motion was passed to develop with the executive director an employment contract that would be ready to put into place as soon as NINCH achieves 501(c)3 status. The Recommendations of the Membership Subcommittee of the Strategic Planning Working Group were approved. The Strategic Planning Working Group was thanked for its substantial work and discharged. It was agreed that it was essential for the future of NINCH to establish an active membership working group to put into effect the recommendations of the Membership Subcommittee. Suggestions for members of the group should be sent to the executive director by November 8th. It was agreed that a Forum Working Group should be created to manage the annual meeting of members. Suggestions for members of this group should also be sent to the executive director by November 8th. A motion was passed to accept the slightly revised Articles of Incorporation. New bylaws will shortly be distributed for review by directors.   MEETING REPORT 1. ELECTIONS Executive Director David Green called the meeting to order at 10:15 am on October 20, 1999. David Green presented the slate of officers, prepared with the aid of the nominating committee from votes cast by the directors. The slate comprised the following: President Stanley N. Katz President-Elect Charles Henry Secretary-Treasurer Joan Lippincott President and President-Elect each serve for one year (the President then serves for a further year as Past President; the President-Elect serves for two further years, one each as President and Past President); the Secretary-Treasurer serves for two. Samuel Sachs moved that the slate of officers be accepted. The slate was then voted for unanimously. David Green presented the initial terms of service that would bring the board to a staggered rotation of directors serving for three years. Individual directors had agreed to the following: One-Year Terms retiring December 31, 2000 Susan Fox Steven Wheatley Patricia Williams Two-Year Terms retiring December 31, 2001 Stanley N. Katz Joan Lippincott Kathleen McDonnell Duane Webster Three-Year Terms retiring December 31, 2002 Charles Henry Samuel Sachs Christine Sundt John Unsworth Duane Webster moved for acceptance of these terms; the motion was passed unanimously. The board agreed that directors could be re-elected when their terms expired and that this should be spelled out in the new bylaws. In the temporary absence of the President, the President Elect, Charles Henry, was elected to chair the meeting.   2. THE STRATEGIC PLAN David Green reviewed the process and accomplishments to date of the Strategic Planning Working Group and the decisions made at the mid-year board meeting, including a new board and governance structure and the decision to seek independent status (see Mid-Year Board Meeting Report, May 6, 1999). The Strategic Planning Working Group presented two sets of recommendations by its finance and membership subcommittees on the future financial and membership structure of NINCH. A. Financial Structure Joan Lippincott presented the Finance subcommittee report that included a three-year planning budget for core operations, created by the executive director in consultation with the subcommittee. The Principles and Recommendations urged the adoption of many practices already underway to bring NINCH fully in-line with the Association of Research Libraries (ARL). After NINCH becomes an independent corporation, ARL has agreed to assist NINCH in its financial and accounting arrangements. Duane Webster moved for adoption of the Principles and Recommendations; Charles Henry seconded and the motion was approved unanimously. B. Budget The executive director presented the three-year planning budget, with the understanding that only the FY2000 budget needed the board's approval. He pointed out that getting in-line with the ARL calendar fiscal year entailed the adoption of a 15-month FY2000, running from October 1999 to December 2000. There was some concern over the proportion of "soft" money as opposed to fairly certain membership revenue. This included $35,000 towards salary from project grants (an amount now assured from two recent grants totaling $245,000) and $10,000 from foundation grants for core support. The Finance Subcommittee recommended we try hard for such grants for a six-month trial period to test the likelihood of such funding. Under expenses, Charles Henry suggested equalizing core program costs (currently $20,000 p.a.) and contingency costs (currently $3,000). Susan Fox suggested raising the line for independence costs over the second and third year of the program, partly to include the roughly $500 in expected Directors and Officers liability insurance. Samuel Sachs questioned the assumption that NINCH carry the costs for the Forum (as opposed to asking for registration fees), but others thought this was a small and important cost. With the understanding that these comments and suggestions would be incorporated in a revised budget, Mr. Sachs moved to approve the FY2000 budget and the motion passed unanimously.   C. Related Budget Issues Duane Webster began a discussion about the need for budgeting a surplus in order to build a reserve to cover unexpected contingencies. Other options, if NINCH ran a deficit, would be to borrow or request a special assessment. The executive director alerted the Board that FY99 ended with a $5000 fund balance and expected a similar amount this year. Duane recommended using that amount as the basis for building a reserve fund with a goal of reaching 10% of the core operating budget of NINCH. Duane Webster moved that NINCH establish a reserve fund with the goal of reaching 10% of the budget, that the fund be secured from the fund balance and that we seek a surplus budget in the next few years. The motion was seconded by Samuel Sachs and was unanimously approved. Duane encouraged NINCH to include accrued vacation as a liability and to adopt a policy that staff use vacation as they accrue it.   D. Executive Director Contract Joan Lippincott moved that the officers work with the executive director to develop an employment contract that would be ready to put into place as soon as NINCH achieves 501(c)3 status. The motion was seconded by Christine Sundt and passed unanimously.   E. Membership Report David Green outlined the Report and Recommendations of the Membership subcommittee of the Strategic Planning Working Group. The Board complimented Sandria Freitag on her superlative work in developing the report. The report emphasized the critical importance of putting in place an effective membership working group this year. It presented interim and long-term strategies. The board made some suggestions and comments on membership prospects and the likelihood of success with various institutions. Christine Sundt suggested adding consortia as prospects. Duane Webster moved for adoption of the recommendations of the Membership Report. Susan Fox seconded the motion that was approved unanimously.   F. Independence Report. The executive director is pursuing incorporation and 501(c)(3) status with assistance from the subcommittee of Pat Williams, Susan Fox, and Deanna Marcum.   3. CREATION OF NEW WORKING GROUPS A. Current Working Groups At the request of Charles Henry, the executive director enumerated the current list of working groups: Strategic Planning Working Group Advocacy Working Group Computer Science and Humanities Steering Committee Building Blocks Steering Committee Copyright Town Meeting Working Group Database Working Group Best Practices Working Group Communications Working Group   B. Strategic Planning & Finance Discussion followed on the future of the Strategic Planning Working Group. Deciding that strategic planning should be a function of the whole board, the directors moved to discharge that working group and thank them for their good work. Susan Fox moved the motion; it was seconded by Charles Henry and passed unanimously. After discussing the need for a finance committee, the board decided its function should be borne by the officers. C. Membership The board understood the vital importance of creating an effective Membership Working Group. Susan Fox moved to establish such a working group. The motion was seconded by Charles Henry and passed unanimously. Joan Lippincott suggested the group be comprised of "ambassadors" from each of the various cohorts of the NINCH constituency identified in the Membership Report (i.e. libraries, museums, scholarly presses, learned societies, humanities computing centers, arts organizations and centers abroad). Suggestions should be sent to the executive director by November 8.   D. Forum The Forum will be the first organized meeting of all NINCH members and the Forum Working Group would be the planning committee. The first Forum should take place in 2000 in connection with a board meeting. Duane Webster suggested the meeting could be co-scheduled with another meeting, such as with CNI next fall (if CNI has an independently scheduled meeting) or, as suggested by Christine Sundt, with the Getty's Summer Institute, a meeting of library, archives, education and museum professionals organized with the University of California, Los Angeles. Duane Webster made a motion to recommend the formation of a Forum Working Group, seconded by Joan and passed unanimously. Directors were asked to send David names of potential members and a chair by Friday November 5th. Stanley Katz, returning from an emergency engagement, took over as chair of the meeting from this point.   4 ARTICLES OF INCORPORATION After examining the Articles of Incorporation prepared by the executive director, the board recommended substituting "networked" for "connected" and "cultural heritage" for "cultural knowledge" in the Third article. Samuel Sachs then moved to pass the amended Articles; seconded by Duane Webster and passed unanimously. New NINCH Bylaws were currently being written by the executive director and our contracted lawyer, Samuel Black. They will be distributed to the board discussed via e-mail. We will try to limit discussion to 10 working days but if there is a need for more time, it will be given.   5. REVIEW OF DIRECTOR'S ANNUAL REPORT & GOAL SETTING Executive Director David Green reviewed his report for 1998-9. The principle achievements were in establishing a new governance structure and getting a number of practical projects underway. There was some discussion of the recent increased international exposure of NINCH (with addresses scheduled for Prague, Stockholm and Kyoto). Two leading projects had very recently been funded. Word of full funding ($140,000) of the "Guide to Good Practice" by the Getty Grant Program came during the board meeting. A few weeks earlier, the Rockefeller Foundation had announced a grant of $100,000 towards the Building Blocks project. As Building Blocks has a large budget (currently $700,000) Stan Katz advised the creation of several alternate budgets in case full funding did not materialize. Mr. Katz also asked for a short description of the project to be distributed. The Advocacy Working Group had mapped out a program agenda in three areas: mapping digital activity in the field; developing public policy and funding; and continuing copyright education and development. Many members emphasized the importance of copyright education in NINCH's program, especially in providing a forum for discussion among the sectors it serves and in preventing battle lines from being drawn between sectors. However, several felt it was still too early to include the commercial sector in the discussion. There was distinct interest in NINCH's making a contribution to the DMCA studies of the impact on fair use of the Digital Millennium Copyright Act. There was here an opportunity for NINCH to contribute stories and information on what encryption systems would do to the distribution of information and the board encouraged further development of the working relationship with the American Library Association on this issue. There could also be a role for NINCH in the further development of database legislation. Duane Webster suggested that NINCH be involved in the next copyright teleconference that ARL is developing. David Green reported that the Kress-funded copyright town meetings series was progressing well, with events planned for the Chicago Historical Society, Syracuse University Library, the North Carolina Research Triangle and the conferences of the College Art Association (New York), Visual Resopurces Association (San Francisco) and American Association of Museums (Baltimore). A publicity poster was being developed and Duane Webster suggested that NINCH develop a brochure that describes these and other NINCH copyright initiatives. In discussing the goals for FY 2000, David Green pinpointed: achieving independent 501(c)(3) status and meeting financial and membership targets raising sufficient funds to to move into production with the Database, Best Practices and Building Blocks projects re-designing the core NINCH web site; and making substantial progress towards meeting the goals of the Advocacy Working Group's program Stan Katz reminded us of the importance of continually ensuring that members were involved in one or more of NINCH's projects. Joan Lippincott raised the issue of whether the NINCH program was too ambitious for an organization of its size and cautioned against too great an involvement in international relations. However, Susan Fox remarked that NINCH was gaining the confidence of funders and would thereby continue it momentum. She further commented that the executive director had moved the organization markedly in the past year and deserved much credit for it.   6. Review of Executive Director's Performance A Performance Review committee had been formed (Patricia Williams, chair; Joan Lippincott and Charles Henry). The report and recommendations of the committee will be electronically distributed to all directors. Joan Lippincott would then arrange an e-mail discussion and a conference call if necessary. Directors would also be sent a copy of the executive director's performance statement.   7. Next Meeting It was suggested that the next meeting of the board would be on Thursday, May 25 (alternatively May 24) in Washington, DC, subject to the agreement of absent board members.