Memorandum of Understanding

I. Purpose & Definition

This Memorandum of Understanding (hereinafter, the "Agreement") outlines the agreements that form the basis for the mission, participating institutions, governance, coordination and support, and amendment and review for NC LIVE. This Agreement is effective from 1 January 2006, until amended or terminated.

II. Mission

NC LIVE--North Carolina libraries working together-provides equal access for all the people of North Carolina to an essential and powerful array of online resources and related services to enhance education, economic development, and quality of life throughout the state. The libraries represented by the State Library of North Carolina, The University of North Carolina, the North Carolina Community College System, and the North Carolina Independent Colleges and Universities collaborate to serve all North Carolinians-students, faculty, business people, and residents in all walks of life.

The libraries of North Carolina share a vision of each library in the state serving as a gateway to the total library and information resources in the state and to a rich array of electronic information. These resources will be available to all the people of the state regardless of location, or time, through traditional and non-traditional means.

III.Communities of Interest

As of the date of this Agreement the term "Community of Interest" (COI) refers to the following groups of libraries, represented by the indicated parent state-level organization:

Public libraries represented by the State Library of North Carolina, which has statutory authority to assist public libraries as well as to "plan and coordinate cooperative programs between the various types of libraries within the State of North Carolina" (N.C. General Statutes, Chapter 125-2);
The University of North Carolina, which represents the libraries serving the constituent institutions of the state's public university system;
The North Carolina Community College System, which represents the libraries serving community colleges in the state;
The North Carolina Independent Colleges and Universities, which represents the libraries serving non-public member institutions.

The State Library of North Carolina, The University of North Carolina, the North Carolina Community College System, and the North Carolina Independent Colleges and Universities are charter members of NC LIVE. The libraries represented by these charter members are the participating libraries of each respective Community of Interest.

The cost of NC LIVE participation by the libraries represented by The University of North Carolina, the North Carolina Community College System, and the State Library of North Carolina is paid by State funds appropriated by the General Assembly to each of these agencies for NC LIVE purposes.

Libraries serving independent colleges and universities and represented by the North Carolina Independent Colleges and Universities will pay for their participation by contributing the cost of adding their libraries to the agreements reached with vendors. These libraries pay an annual assessment to help support the technical infrastructure costs.

The institutions of the four charter members' Communities of Interest share the goal of expanding participation. As a matter of policy, any new "Community of Interest" must be represented by a state-level parent organization that pays the full cost for participation by the libraries in that Community of Interest.

IV. Membership

A. Member Communities of Interest

The members of NC LIVE are its charter members listed above and such other members whose Communities of Interest may later qualify for membership under B, below.

B. Requirements for Membership - Communities of Interest

1. To qualify for membership in NC LIVE, a Community of Interest must:

be a non-profit;
be represented by a state agency or statewide central organization or authority that provides full funding for the participation in NC LIVE of the libraries in its Community of Interest and that has the administrative structure to act on their behalf both fiscally and legally;
represent 10 or more independently administered libraries that serve at least 50,000 constituents or academic FTE;
consent to this Memorandum of Understanding, as attested by the ratifying signature of its chief executive officer; and
assume prescribed fiscal responsibility for support of NC LIVE. Such fiscal responsibility includes the payment of annual dues, proportional costs of any joint projects, and other assessments as shall be properly authorized. Communities of Interest not funded by State appropriations shall support their participation by an additional annual fee for technical support that will be a fair and proportionate share of the costs annual technical support, as determined by the NC LIVE Governance Council (see V.A.1. Governance).

2. The Governance Council shall determine the addition or removal of a member "Community of Interest." Removal from membership does not relieve a Community of Interest of financial obligations to NC LIVE incurred prior to the removal.

3. Continuance of NC LIVE membership for a Community of Interest requires that all annual dues and assessments applicable to a fiscal year be remitted within the current fiscal year.

4. The chief executive officer of the parent agency for any member Community of Interest may withdraw her/his Community of Interest from membership in NC LIVE by written notice to the chief executive officer of every other Community of Interest. Such notice must be given at least two (2) years in advance of the intended date of withdrawal, or longer, as may be required by the particulars of NC LIVE contractual obligations to third parties.

C. Membership Dues

Membership dues and the payment schedule for each member "Community of Interest" shall be recommended annually by the Librarians Council and approved by the Governance Council.
Annual membership dues and the payment schedule for each Community of Interest for the current fiscal year shall be specified in an Addendum of Current Practice to this Agreement.

D. Assessment for Technical Support

An annual assessment for technical support and its payment schedule for non-State-funded Communities of Interest for each fiscal year shall be specified in the Addendum of Current Practice and shall be recommended by the Librarians Council and approved by the Governance Council.

V. Governance

A. Committees

1. Governance Council:

Function. The Governance Council:

is responsible for establishing policy, approving operating budgets, and setting strategic directions for NC LIVE;
sets dues and assessments of members;
determines the admission and removal of members; and
authorizes the creation of NC LIVE Staff positions.

Membership. The governing body of NC LIVE shall be the Governance Council, which shall have no fewer than eight (8) members. The membership shall include one person in a leadership position and one person in a library director position from each of the four charter Communities of Interest. An institution or agency serving as fiscal or contractual agent for NC LIVE shall provide an ex officio, non-voting member if the institution or agency is not otherwise represented on the Governance Council.

Appointments.

The chief executive officer of the parent state-level organization for the Community of Interest or his/her designee shall serve as its representative to the Governance Council.
Each participating Community of Interest shall have one library director appointed in the following manner:
- The community college library director shall be appointed by the Community College System President in consultation with the Council of Community College Library Administrators (CCCLA).
- The independent college/university library director shall be appointed by the President of the North Carolina Independent Colleges and Universities.
- The public university library director shall be appointed by the President of The University of North Carolina.
- The public library director shall be elected by the North Carolina Public Library Directors Association (NCPLDA).
Appointments are reviewed annually and renewed every three years.

Meetings and conduct of business. The Governance Council shall meet no less than once a year. The Council or its designee shall serve as convener of the group. A quorum shall be one representative of each Community of Interest in good standing. When formal votes are taken, each Community of Interest in good standing has one vote, which shall be cast by the representative of the parent agency for each Community of Interest. No action or project shall be undertaken nor any policy adopted without the unanimous consent of all Communities of Interest in good standing. The convener shall appoint a secretary to serve at each meeting of the committee. Minutes of the Governance Council will be posted on the NC LIVE Web site.

2. Librarians Council

Function. The Librarians Council:

shall prepare recommendations for the Governance Council on matters directed to it by the Governance Council or addressed on its own;
is responsible for implementing the policies, budgets, and strategic directions set by the Governance Council; and
may convene and take action on matters otherwise reserved to the Governance Council where the Governance Council (1) delegates to the Librarians Council authority to address a specified matter or (2) delegates to the Librarians Council the authority and function of an executive committee with respect to any matters that may arise in the absence of the Governance Council. All actions by the Librarians Council under either of such delegations shall be presented to the Governance Council for ratification at the next meeting of the Governance Council.

Membership. Librarians representing the member Communities of Interest who serve on the Governance Council shall constitute the Librarians Council. The membership shall also include as an ex officio, non-voting member the state librarian and any other person who is the chair of an advisory committee appointed under A.3., below; who is a member of the Negotiating Team pursuant to B., below; or who is relevant as determined by the Librarians Council.

Terms of service. A member's term of service with the Librarians Council shall be of the same duration as the member's service in the NC LIVE body causing the member's service in the Librarians Council (i.e., membership on the Governance Council, an advisory committee, or the Negotiating Team).

Meetings and conduct of business. The Librarians Council shall meet no less than once each quarter. Each Community of Interest in good standing shall have one vote. The Librarians Council shall make decisions by the unanimous consent of the Communities of Interest in good standing. Minutes of open meetings of the Librarians Council shall be forwarded to the Governance Council and posted on the NC LIVE Web site.

3. Advisory Committees

Function. To assure that planning and implementation of NC LIVE are responsive to the needs of libraries and library users and to achieve the strategic priorities of NC LIVE, the Librarians Council may from time to time establish advisory committees. These committees may include a Resource Advisory Committee, a Technical Advisory Committee, a Training Advisory Committee, and a Publicity Advisory Committee. Based on the general direction of the Governance Council, the Librarians Council will form and direct the work of the advisory committees. Advisory committees will be responsible for advising the Librarians Council.

Membership.

Each Community of Interest's representative on the Librarians Council shall be responsible for appointing representatives from their respective Community of Interest to each advisory committee. There shall be equal representation on each advisory committee from each Community of Interest in good standing. One or more NC LIVE staff shall serve as ex officio members of each advisory committee. The Librarians Council shall determine the chair of each advisory committee.

Terms of Service. Members of advisory committees, including the chair, shall serve for such terms as may be directed by the Librarians Council.

Meetings and conduct of business. The Librarians Council shall appoint advisory committee chairs in a manner that maintains balance among the Communities of Interest. Committee chairs and members of the Negotiating Team shall serve as ex officio non-voting members of the Librarians Council.

B. Negotiating Team

Those individuals from a Community of Interest who are assisting NC LIVE to negotiate a license or other program benefit are part of the Negotiating Team. Each member of the Negotiating Team, while so functioning, is an ex officio member of the Librarians Council and shall participate in meetings of the Librarians Council as a non-voting member unless serving as a voting member of the Librarians Council as a librarian from a Community of Interest.

VI. COORDINATION AND SUPPORT

Obligations other than those shared by all Communities of Interest exist under a separate agreement.

A. Fiscal and Contractual Agents

North Carolina State University shall serve as the fiscal agent for NC LIVE.
1. The fiscal agent shall annually provide a financial report on the expenditure of funds to the Governance Council.
2. The fiscal year of NC LIVE shall begin on July 1st of each year and end on June 30th next ensuing.
3. Accounts at North Carolina State University for NC LIVE are subject to an annual audit by the State of North Carolina.
The University of North Carolina Office of the President shall serve as the contractual agent for NC LIVE. All contracts, other than resource licenses, shall be signed by an authorized representative of each Community of Interest.

Coordination

Under the general direction of the Governance Council, the State Library of North Carolina shall provide coordination and support for the work of NC LIVE, including coordination of training activities and support for other committee work as needed.
The State Library shall maintain the NC LIVE archives.

C. Host Institutions

NC LIVE server sites and staff for those sites are hosted by North Carolina State University Libraries and the University of North Carolina at Chapel Hill Library, hereafter designated "host institutions."

Responsibilities of Host Institutions. The host institutions shall provide supervision for NC LIVE server site operations and staff on terms agreeable to the Governance Council and the host institutions. NC LIVE shall provide funding for operating expenses, equipment, and furniture.
Term. The host institution may be evaluated and may be re-negotiated with the mutual consent of the Governance Council, The University of North Carolina, and the host institutions or other UNC institutions that are willing to be host institutions.

D. Staff

NC LIVE shall access such staff as may be necessary to support the goals of the organization.

Staff at Host Institutions. All permanent and temporary staff needed to operate the server sites are under the direction of the host institutions. The selection, salary, and conditions of appointment of these staff are set within the framework governing professional and support appointments at host institutions.
Temporary Staff. NC LIVE may access temporary project staff as appropriate to pursue funded projects. Member institutions may also assign staff as appropriate for projects that must be underway.
Additional Staff. The NC LIVE Governance Council may approve plans, terms, and conditions for hiring additional permanent staff as the need arises. These plans shall be specified in the Addendum of Current Practice.

E. Technical Infrastructure and Support

An appropriate technical infrastructure is critical to providing access to resources as part of NC LIVE. The following are some responsibilities of Communities of Interest that will help provide the needed resources.

Using a portion of its State appropriation for NC LIVE, The University of North Carolina agrees to provide the financial support to manage the hardware, software, and network access as well as staffing to support access to resources as part of NC LIVE.
Each Community of Interest agrees to be responsible for assuring an appropriate technical infrastructure and support to enable access to the full range of resources.

F. Other Support

Upon agreement by the Communities of Interest, any Community of Interest may serve NC LIVE by housing projects, supplying services, or serving as a contract negotiator.

VII. AMENDMENT AND REVIEW

A. Amendment and Review

This Memorandum of Understanding may be amended by unanimous approval of the Communities of Interest in good standing represented on the Governance Council.

B. Addendum of Current Practice

Dues and assessments of Communities of Interest are set forth in an Addendum of Current Practice for each fiscal year. It shall be reviewed annually by the Governance Council no later than September 1 or within 45 days after the adjournment of the General Assembly, whichever occurs later.

VIII. DURATION AND TERMINATION

This Agreement shall continue in force until terminated. This Agreement may be terminated upon the mutual agreement in writing of all Communities of Interest in good standing.

IX. STATEMENTS OF AUTHORITY & OTHER REPRESENTATIONS

The State Library of North Carolina, The University of North Carolina, the North Carolina Community College System, and the North Carolina Independent Colleges and Universities each represents that it has such authority as will permit it to enter into this Agreement for itself and each of the institutions whose Community of Interest it represents, through the signature herein below of its chief executive officer.

The State Library of North Carolina, The University of North Carolina, and the North Carolina Community College System each represents that, to the best if its knowledge, it has such funds and other resources available for the purposes of its respective duties and responsibilities and those of the institutions whose Community of Interest it represents, under this Agreement, as will permit it to enter into this Agreement. However, neither the State Library of North Carolina nor The University of North Carolina nor the North Carolina Community College System, by entering into this Agreement, purports to waive, or can waive under law, any provision of law or public policy of this State applicable to its respective contracts as a public agency of the State of North Carolina.