Memorandum of Understanding

I. Purpose & Definition

This Memorandum of Understanding (hereinafter, the “MOU”) outlines how the NC

LIVE consortium will be formed and operated. It includes the agreed upon mission,

governance structure, funding, coordination, and support structure, and the processes by

which this MOU shall be amended and reviewed. This MOU shall be in effect from 1

July 2014, until terminated.

II. Mission

NC LIVE – a consortium of North Carolina libraries working together – helps member

libraries to better support education, enhance economic development and improve the

quality of life of all North Carolinians.

NC LIVE shall provide all North Carolinians – students, faculty, business people, and

residents in all stages and walks of life – access to an array of essential and powerful

online resources and related services. The consortium leverages the scale and diversity of

its members and its unique position as a statewide provider of knowledge services to

acquire, partner for, develop, and distribute information and resource sharing solutions

that deliver value to 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.

III. Communities of Interest

A. Definition

As of the date of this MOU the term “Community of Interest” (COI) refers to the

following groups of libraries, represented by the indicated state-level parent

organization:

1. Public Library COI – the public libraries of North Carolina shall include the State

Library of North Carolina (State Library) and those publicly funded libraries

recognized by the State Library as eligible for State Aid (see Appendix A). The

state-level parent organization representing the Public Library COI (PL COI) is

the State Library, through the Secretary of Cultural Resources or his/her designee;

2. Community College COI – The libraries and learning resource centers serving the

constituent institutions of the North Carolina Community College System

(NCCCS). The NCCCS shall serve as the state-parent level organization

representing the Community College COI (see Appendix A), through the NCCCS

president or his/her designee;

3. North Carolina Independent Colleges and Universities COI – The libraries serving

member institutions of the North Carolina Independent Colleges and Universities

(NCICU). The NCICU shall serve as the state-parent level organization of the

NCICU COI (see Appendix A), through the NCICU president, or his/her

designee;

4. University of North Carolina COI – The libraries serving the constituent

institutions of The University of North Carolina (UNC). UNC shall serve as the

state-parent level organization of the UNC COI (see Appendix A), through the

UNC president, or his/her designee.

B. Costs

1. The cost of participation in NC LIVE by the UNC COI, the CC COI, and the PL

COI shall be paid with State funds appropriated by the General Assembly to the

respective state-level parent organizations for the purpose of providing shared

digital library content and services.

2. In addition to the aforementioned, the UNC COI shall use State funds to pay for

infrastructural services related to operating the NC LIVE consortium on behalf of

the CC COI, the PL COI, and the UNC COIs.

3. The cost of participation in NC LIVE by the NCICU COI will be equal to the cost

of adding its libraries to any and all group licenses, contracts, purchase

agreements, or other shared library-related arrangements. The NCICU COI shall

pay an annual assessment to help offset NC LIVE’s technical infrastructure costs.

4. The cost of participation in NC LIVE by additional COIs not specified above will

be equal to the cost of adding its libraries to any and all group licenses, contracts,

purchase agreements, or other shared library-related arrangements. The

additional COIs shall pay annual assessments equal to that paid by the NCICU

COI to help offset NC LIVE’s technical infrastructure costs.

C. Consortium Expansion

The COIs share the goal of expanding participation in the consortium. Any new COI

shall be represented by a state-level parent organization that shall be responsible for

the full cost of its libraries participation in the NC LIVE consortium.

IV. Membership

A. Member Communities of Interest

The members of the NC LIVE consortium are the CC COI, the NCICU COI, the PL

COI, the UNC COI, and such other members whose COIs may later qualify for

membership under B, below.

B. Requirements for Membership Communities of Interest

1. To qualify for membership in NC LIVE, a COI shall meet all of the following:

a. be a non-profit or state-funded organization;

b. be represented by a state-level parent organization such as a state agency or a

statewide organization or authority that provides full funding for the

participation in NC LIVE of the constituent libraries in its COI, and that has

or has been granted the administrative structure to act on the constituent

libraries’ behalf both fiscally and legally;

c. represent 10 or more independently administered libraries;

d. consent to this MOU, as attested by the ratifying signature of its chief

executive officer; and

e. assume prescribed fiscal responsibility for support of NC LIVE. Such fiscal

responsibility shall include the payment of annual dues, proportional costs of

any joint projects, and other assessments as shall be properly authorized. All

new COIs shall support their participation through an additional annual fee for

NC LIVE’s operational infrastructure support that will be a fair and

proportionate share of the costs of annual support, as determined by the NC

LIVE Librarians Council and approved by the Governance Council (see

V.A.1. Governance).

2. The Governance Council shall determine the addition or removal of a member

“COI.” Removal from membership does not relieve a COI of financial

obligations to NC LIVE incurred prior to the removal.

3. Continuance of NC LIVE membership for a COI 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 state-level parent organization for any member

COI may withdraw her/his COI from membership in NC LIVE by written notice

to the NC LIVE executive director and the chief executive officer of every other

COI. Such notice shall be given with enough advance notice (but under no

circumstances fewer than two years) to allow the COI to fulfill all current thirdparty

contracts and licenses to which the COI, through its membership in NC

LIVE, is obligated. Should a COI cease operation with less than two years

advance notice, NC LIVE will seek to remove the libraries represented by the

COI from existing third-party contracts without cost. Failure to achieve the

removal of the withdrawing COI without cost will obligate each institution in the

withdrawing COI to pay an amount based on the number of its full time

equivalent students or individuals within its service area, proportional to the sum

of all full time equivalent students or individuals of the withdrawing COI. If

withdrawal is due the unavailability of funds, notice shall be given as soon as

possible after notice of the unavailability of funds.

C. Membership Dues

1. Membership dues and the payment schedule for each COI shall be determined

annually by the Librarians Council and authorized by the Governance Council.

2. Annual membership dues and the payment schedule for each COI shall be

specified in an Addendum of Current Practice to this MOU. This document shall

be approved by the Librarians Council and delivered to the Fiscal Agent for the

purpose of creating annual dues invoices to be issued to each COI.

3. Membership dues shall be comprised of the following:

a. Community College COI: Content and Services Dues.

State funds appropriated by the North Carolina General Assembly to

the budget of the NC Community College System for the purpose of

providing shared digital library content and services. Dues shall cover

only the cost of content and services;

b. NCICU COI: Content, Services, and Operational Infrastructure Dues.

Funds in the amount determined by content and service vendors to

include the libraries represented by the NCICU COI to the NC LIVE

shared agreements. In addition, the NCICU COI shall pay an amount

agreed upon by the Librarians Council for the operational

infrastructure related to providing the shared content and services;

c. Public Library COI: Content and Services Dues.

State funds appropriated by the North Carolina General Assembly to

the budget of the State Library for the purpose of providing shared

digital library content and services. Dues shall cover only the cost of

content and services;

d. UNC COI: Content, Services, and Operational Infrastructure Dues.

State funds appropriated by the North Carolina General Assembly to

the budget of The University of North Carolina for the purpose of

providing shared digital library content and services. Dues shall cover

the cost of content, services, and infrastructure related to operating the

consortium.

V. Governance

A. Committees

1. Governance Council

a. Function. The Governance Council:

1. establishes policy, and sets strategic directions for NC LIVE;

2. authorizes changes in member COI dues;

3. admits and removes members; and

4. authorizes the creation of NC LIVE staff positions.

b. Membership. The governing body of NC LIVE shall be the Governance

Council (GC), which shall have no fewer than eight (8) members. Each COI

shall be represented by two individuals: one person in a leadership position

within the state-level parent organization and one person in a library

leadership position. The foregoing positions shall not be held by the same

individual at the same time. Additionally, NC LIVE’s Fiscal Agent and

Contractual Agent (defined in VI, below) shall each be represented by an ex

officio, non-voting member.

c. Appointments.

1. The chief executive officer of the state-level parent organization for the

COI or his/her designee shall serve as its representative to the GC.

2. Each COI shall have one library leadership representative appointed in the

following manner:

§ The CC COI library representative shall be the person of or shall be

appointed by the President in consultation with the current chair of the

Council of Community College Library Administrators (CCCLA).

§ The NCICU COI library representative shall be the person of or shall

be appointed by the President of the North Carolina Independent

Colleges and Universities.

§ The UNC COI library representative shall be the person of or shall be

appointed by the President of The University of North Carolina.

§ The PL COI library representative shall be elected by the North

Carolina Public Library Directors Association (NCPLDA).

3. The Fiscal Agent/Host Institution and Contractual Agent shall be

appointed by the chief administrative officer of the relevant library,

administrative unit, or other institution, as appropriate. (See Section VI.)

4. All appointments are made and/or renewed every three years.

d. Meetings and conduct of business. The GC shall meet no less than once per

year. The Secretary of Cultural Resources or his/her designee shall serve as

convener of the group. A quorum shall consist of one representative from the

state-level parent organization of each COI. When formal votes are taken,

each COI in good standing has one vote, which shall be cast by the COI’s

representative of the state-level parent organization in consultation with the

COI’s library leadership representative. No action or project shall be

undertaken nor any policy adopted without the unanimous consent of all

COI’s in attendance. The NC LIVE executive director or his/her designee

shall serve as secretary to the GC. Minutes of the GC will be posted on the

NC LIVE Web site.

2. Librarians Council

a. Function. The Librarians Council:

1. shall prepare recommendations for the GC on matters as directed by the

GC or addressed on its own;

2. approves NC LIVE’s annual budget, based on dues approved by the GC;

3. implements the policies, budgets, and strategic directions set by the GC;

and

4. takes action on matters otherwise reserved to the GC when the GC (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 between

meetings of the GC.

b. Membership. The body responsible for NC LIVE’s operational decisionmaking

is the Librarians Council (LC) which shall have no fewer than nine (9)

members. Each COI shall be represented by the individuals serving on the

GC as the library leadership representatives. The membership shall also

include as ex officio, non-voting members: 1) the State librarian; 2) any

person serving as the chair of an NC LIVE Advisory Committee (as appointed

under V.A.3., below). In addition, any person appointed to serve as the

representative of the Fiscal Agent/Host Institution, the Contractual Agent, or

any other person(s) deemed relevant as determined by the LC shall serve the

LC in an ex officio capacity.

c. Terms of service. A member’s term of service with the LC shall be as

follows:

1. Library Leadership Representative: see V.A.1.b.-c., above;

2. NC LIVE Advisory Committee Chairs: see V.A.3.d., below;

3. Contractual Agent: see V.A.1.c., above;

4. Fiscal Agent and Host Institution: see V.A.1.c. and VI.C.7.-8., below.

d. Meetings and conduct of business. The LC shall meet no less than once each

quarter. Each COI shall have one vote. The LC shall make all decisions by

unanimous consent of the COIs in good standing. Any action or decision

failing to achieve unanimous consent of all COIs in good standing will not be

adopted or enacted. Minutes of meetings of the LC shall be forwarded to the

GC members by the respective library leadership representative, and posted

on the NC LIVE Web site.

3. Advisory Committees

a. 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 LC may from time to time establish

Advisory Committees. Based on the general direction of the GC, the LC will

form and direct the work of the Advisory Committees. Advisory Committees

will be responsible for advising the LC and the NC LIVE executive director.

b. Membership. Each COI’s library leadership representative on the LC shall be

responsible for ensuring that his/her COI appoints representatives to the

Advisory Committees in a manner determined by the COI.

c. One or more NC LIVE staff, appointed by the NC LIVE executive director,

shall serve as ex officio members of each Advisory Committee.

d. Terms of service. Members of Advisory Committees shall serve three-year

renewable terms. Committee chairs and vice chairs shall serve one-year

terms, renewable for two additional, consecutive terms.

e. Meetings and conduct of business. The LC shall appoint advisory

committee chairs in a manner that provides the greatest balance and equity

among the COIs. The LC shall appoint Advisory Committee chairs from not

less than three COIs.

VI. COORDINATION AND SUPPORT

Only and programs and activities that are shared by all COIs are governed by this

document. Obligations other than those shared by all COIs (such as contracts of service

managed by NC LIVE on behalf of subsets of COIs or member libraries) shall exist under

separate agreements, and shall not be part of this MOU.

A. Contractual Agent

1. The University of North Carolina General Administration shall be the

Contractual Agent for all NC LIVE, and shall be the signatory for all licenses,

agreements, and contracts for online books, journals, and other library

resources.

2. The Contractual Agent may be evaluated and may be re-negotiated with the

consent of the GC.

B. Coordination

1. Under the general direction of the LC, the State Library shall coordinate and

provide training and professional development as needed by the libraries of all

COIs.

2. The State Library shall maintain the NC LIVE archives.

C. Fiscal Agent and Host Institution

1. North Carolina State University shall serve as the Fiscal Agent for NC LIVE, and

shall receive and disburse funds subject to budget approval by the LC and within

the dues limits set by the GC.

2. The fiscal year of NC LIVE shall begin on July 1st of each year and end on June

30th next ensuing.

3. Accounts maintained by the Fiscal Agent for NC LIVE shall be subject to annual

audit by the State of North Carolina.

4. North Carolina State University Libraries shall serve as the Host Institution,

providing staffing and supervision on terms agreeable to the GC and the Host

Institution.

5. The Host Institution shall not be responsible for funding non-personnel operating

expenses, equipment, or furniture. These expenses shall be funded through the

NC LIVE budget.

6. All licenses and contracts for non-library resources shall be signed by authorized

representatives of the Fiscal Agent after approval by the LC.

7. The Host Institution and Fiscal Agent may be evaluated and may be re-negotiated

with the mutual consent of the GC, the Contractual Agent.

8. All contracts entered into by NC LIVE shall have an “availability of funds”

clause acknowledging that decreases in the funds available for NC LIVE

shall be grounds for contract re-negotiation or termination.

D. Staff

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

organization. NC LIVE staff shall be paid from State funds appropriated by the

General Assembly into the budget of the Fiscal Agent, from grant funds, or from

other funds within the NC LIVE budget.

1. Staff at Host Institution. All permanent and temporary staff needed to operate the

server site are under the direction of the Host Institution. The selection, salary,

and conditions of appointment of these staff are set within the framework

governing professional and support appointments at the Host Institution.

2. 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.

3. Additional Staff. The NC LIVE GC 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 and Organizational Infrastructure and Support

The LC, with input and feedback from the Advisory Committees, shall provide the

minimum requirements for the technical and organizational infrastructure through

which all services will be delivered. The following are some responsibilities of COIs

to help provide the needed resources.

1. The UNC COI and NCICU COI agree to provide the financial support to manage

the hardware, software, network access, service administration, (e.g., publicity,

promotional and instructional materials, training, travel and meeting expenses,

including meals and refreshments), and staffing to support access to resources as

part of NC LIVE.

2. Each COI agrees to be responsible for assuring the availability of the technical

infrastructure and support to enable access to the full range of library resources.

The LC shall adopt technical standards to be followed by all COIs.

F. Other Support

Upon agreement by the COIs, any COI may serve NC LIVE by housing projects,

supplying content or services, or contributing staff resources.

VII. AMENDMENT AND REVIEW

A. Amendment and Review

This MOU may be amended by unanimous approval of the COIs in good standing

represented on the GC.

B. Addendum of Current Practice

The Addendum of Current Practice shall be prepared by the LC and reviewed

annually by the GC no later than September 1 or within 45 days after the official

adjournment of the North Carolina General Assembly, whichever occurs later.

VIII. DURATION AND TERMINATION

This MOU shall continue in force until terminated. This MOU may be terminated upon

the mutual agreement in writing of all COIs.

IX. STATEMENTS OF AUTHORITY & OTHER REPRESENTATIONS

A. Each State-level parent agency represents that:

1. it has authority to enter into this MOU for itself and each of the institutions

whose COI it represents, through the signature herein below of its chief

executive officer;

2. to the best if its knowledge, it has, at the time of execution of this MOU, such

funds and other resources available for the purposes of its respective duties

and responsibilities and those of the institutions whose COI it represents under

this MOU, as will permit it to enter into this MOU;

3. by entering into this MOU, it does not purport to waive, nor can it 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.

B. Should one or more COIs have insufficient funds to perform the activities of the

MOU, such COI(s) shall be removed from any and all agreements, licenses, and

contracts with third-party vendors. Such removal shall not relieve the COI from

payment for services rendered prior to its removal. All sufficiently funded COIs shall

continue under the MOU after the removal of the insufficiently funded COI;

C. Should the State not appropriate funds to any of the COIs sufficient to perform the

MOU, the MOU shall terminate after the termination of all third-party agreements it

governs.

This MOU may be executed in counterparts, and each executed counterpart shall be

considered as an original of this MOU. Signatures by facsimile shall have the same force

and effect as an original.