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.
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
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.
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.
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 third party 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.
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.
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 decision making 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.
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.
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.