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Revised and accepted 2/10
Updated and accepted 10/08
Revised and accepted 8/07
Rewritten and accepted 2/96
Revised and accepted 10/94
Revised and accepted 11/89
Revised and accepted 11/80
Updated and accepted 7/73
Written and accepted 4/73

CONSTITUTION

UTAH ACADEMIC LIBRARY CONSORTIUM


To further common purposes and acting as the original members of the Utah Academic Library Consortium, the undersigned agree to organize under and do adopt this Constitution.

ARTICLE I - NAME

 The name of the association shall be Utah Academic Library Consortium (hereafter "UALC" or "Consortium").

ARTICLE II - DURATION

 The Consortium shall be of perpetual duration unless terminated by law or dissolved. The Consortium may be dissolved by the vote of a majority of the Governing Council ("Council"). In the event of dissolution, the property of the Consortium shall be distributed equitably among the members in a manner determined by a majority of the Council.

ARTICLE III - PRINCIPAL OFFICE AND FISCAL AGENT

 The principal office of the Consortium shall be located at the offices of its Fiscal Agent, who shall be appointed or replaced as provided herein. The Consortium may have such other offices as may from time to time be designated by the Council.

 ARTICLE IV - NON-PROFIT PURPOSES

 This Consortium is organized for non-profit purposes which shall include, but not be limited to, the following:

1. The purpose of this organization is to cooperate in continually improving the availability and delivery of library and information services to the higher education community and to the State of Utah. This is to be accomplished by but not limited to the following:

A. Fostering research, developing and implementing cooperative library programs;

B. Providing a means for the exchange of information on cooperative library ventures;

C. Maximizing limited resources by improving library methods and avoiding expensive duplicate purchases;

D. Maximizing information delivery through shared use of technology and human resources;

E. Acting as an advocate for excellence in library resources and services.

F. Taking reasonable and necessary steps for the accomplishment of the purposes set forth in this Article.

2. This Consortium is organized and operated exclusively for the purposes stated in this Article and for other related non-profit purposes.

 ARTICLE V - NON-PROFIT POWERS

 In furtherance of the purposes described in Article IV and in limitation thereof, the Consortium shall have the following powers:

1. To coordinate among its members for the purpose of acting in a negotiating role on behalf of statewide ventures and applications of networking or other technologies of mutual benefit to all Consortium members.

2. To collaborate with governmental, educational, charitable and other organizations in matters of mutual interest concerning use and management of library resources.

3. To coordinate among its members the application for and administration of public and private grants consistent with Consortium purposes.

4. To conduct and promote professional development activities appropriate to the needs of academic libraries and academic library staff members.

5. To conduct the Consortium activities in any state, territory or possession of the United States or any country of the world.

6. To advise participating members in effective collaborative efforts to maximize the purposes of the Consortium.

7. To elect or appoint officers of the Consortium and define their duties and responsibilities.

8. To make and amend bylaws and resolutions for the administration or regulation of the affairs of the Consortium.

9. To take any other action which is not inconsistent with the purposes stated herein and which are not a violation of any state or federal law.

ARTICLE VI - MEMBERSHIP AND PARTICIPATION

1. This Consortium is composed of libraries of not-for-profit educational and research institutions.

2. Full Membership. Any library of an institution of higher learning within the State of Utah may become a Full Member of the Consortium with full voting and other privileges, provided it meets the following criteria and is approved by a two-thirds vote of the Council (the Utah State Library, because of its central role in the state for academic libraries, is considered a Full Member):

-- accreditation through the Northwest Commission on Colleges and Universities;
-- demonstrated commitment to provision of information resources and services appropriate to the mission of the institution;
-- ability to participate in reciprocal lending and borrowing of collection materials among consortium member libraries;
-- provision of onsite access to faculty, staff, and students of other consortium institutions;
-- attendance by the director, or designee, at regular meetings of the Council;
-- participation by library staff in committees and consortium projects; and,
-- payment of an annual membership fee.

3.. Limited Membership. A library in an institution of higher learning outside the state of Utah may apply for Limited Membership in the Consortium provided it meets the following criteria and is approved by a two-thirds vote of the Council:

-- accreditation through the Northwest Commission on Colleges and Universities;
-- demonstrated commitment to provision of information resources and services appropriate to the mission of the institution;
-- ability to participate in reciprocal lending and borrowing of collection materials among consortium member libraries;
-- provision of onsite access to faculty, staff, and students of other consortium institutions; and,
-- payment of an annual membership fee.

4. Affiliate Participation. A library that does not qualify for Full or Limited Membership may apply for Affiliate Participation. Affiliate Participants are required to demonstrate a commitment to provision of information resources and services appropriate to the mission of the institution. Because the circumstances for each Affiliate Participant will be different, and the nature of participation in the Consortium will vary, each application will be negotiated separately by the steering Committee and approved by a two-thirds vote of the Council.

5. Limited Members and Affiliate Participants will be responsible for their own invoicing and payment structure for consortial products and services.

6. All rights, privileges, and interest of a member or participant of the Consortium shall cease on termination of membership or participation. Memberships or participation agreements are nontransferable. Any member or participant may voluntarily withdraw from the Consortium by giving ninety (90) days notice of such intention to the principal office of the Consortium.

7. If, in a written and signed communication to the Council, any member or participant of the Consortium shall be charged with conduct detrimental to the objects or interests of the Consortium, which may include but not be limited to non-payment of fees, or in violation of its Constitution, the Council shall consider the matter and take appropriate action, including but not limited to expulsion or withdrawal of membership or participation, according to fair procedures to be determined by the Council.

8. Notwithstanding the provisions of paragraphs 6 and 7 above, withdrawal or expulsion from membership or participation in the Consortium does not relieve an institution from contractual and other obligations entered into as part of Consortium activities.

ARTICLE VII - MEMBERSHIP AND PARTICIPATION FEES

The annual fees required for Full and Limited Membership in the Consortium shall be determined by a vote of the Council. Membership fees may be varied from year to year, and may vary among fee-paying members. Fees for Affiliate Participants will be set by the Council based upon a negotiated agreement at the time of admission.

 ARTICLE VIII – MEMBERSHIP AND PARTICIPATION BENEFITS

 1. Each Full Member will have the opportunity to participate in all Consortium activities, will have access to all publications and reports and shall be entitled to use, limited to the member and its operations, any materials developed as a result of Consortium programs and activities and will participate through the Council in the formulation of Consortium policies and practices. Each Full Member shall be entitled to one vote in the affairs of the Consortium through its participation in the Council by the director or designee.

2. Each Limited Member will have the opportunity to participate in all Consortium activities, will have access to all publications and reports and shall be entitled to use, limited to the member and its operations, any materials developed as a result of Consortium programs and activities. Directors of Limited Member libraries are encouraged to attend Council meetings and library staff are welcome to participate in committees and consortium projects. Limited Members will not have a vote on the Council.

3. Benefits accorded to Affiliate Participants shall be determined at the time of admission to membership. Affiliate Participants will not have a vote on the Council.

 ARTICLE IX - GOVERNANCE

1. The business and affairs of the Consortium shall be managed by a Council consisting of the director of each full member library.

2. Each Council member is entitled to one vote on issues coming before the Council. A Council member who is absent may appoint a member of his/her library staff to act or vote in the director's stead or assign by written proxy voting rights to another Council member.

3. The Chair and Vice Chair/Chair-Elect of the Council will be selected annually by rotation among the members of the Council, as established by the Council from time to time.

4. The Chair, Past-Chair, and Vice-Chair/Chair-Elect shall constitute a steering committee to assist and advise the Council.

5. The Council may appoint a Fiscal Agent and Executive Secretary to handle day to day business of the Consortium who will serve for a three year renewable term. The powers and responsibilities of the Fiscal Agent and Executive Secretary will be limited by this Constitution and the direction of the Council.

 ARTICLE X - MEETINGS

 1. Meetings of the Council will be held as determined by the Council. Locations of Council meeting s will rotate among membership, as designated by a vote of the Council. A planning meeting shall be held annually during the month of April.

2. A quorum of the Council consists of three-fourths of all Council members or their appointed representatives. Where the Council acts by vote or by approval, all votes or approvals must be by a majority of the quorum in attendance at any approved meeting. Vote or approval of any matter not presented at a scheduled or approved meeting may be obtained in writing from a majority of all Council members.

3. This Constitution and any By-laws approved by the Consortium may be amended by a two-thirds vote at any scheduled or approved meeting or in writing by a two-thirds vote of the Consortium members.

 ARTICLE XI - COMMITTEES AND TASK FORCES

 1. Committees may be formed at the discretion of the Council. They will research and seek solutions to specific problems within their areas of competence and report regularly to the Council. Innovative programs may also be initiated and coordinated with other committees effected as requested.

2. Committee charges and objectives will be established by Council. They will be reviewed during the Council's annual planning meeting.

3. Committees may be dissolved on the Council's initiative or by request of the committee chair, followed by a majority vote of the members of the Council.

4. Each full member library may appoint one staff member with required professional competence to each committee. A committee chair will be appointed by the Council and will serve a two-year term. The terms for committee chairs and members will begin with and follow the State of Utah fiscal year. In the event a library cannot select a committee member, the Committee Chair will appoint someone to act as their representative. The Council Chair will appoint a member of the Council to serve as a liaison to each committee. Representatives of limited member libraries may serve on committees at the discretion of the Council.

5. Task Forces may be formed by the Council or by committees with Council approval to address specific, short-term projects. Representation on Task Forces shall be consistent with the provisions of sub-paragraph 4, immediately above.

 ARTICLE XII - FUNDS

 1. This Consortium is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. This Consortium shall use its funds only for objects and purposes specified in the Constitution, on a majority vote of the Council.

2. The Fiscal Agent shall be responsible for handling of all of the financial matters relating to the Consortium, shall keep an account of all moneys received and expended for use of the Consortium, and shall make disbursements authorized by the Council.

3. The funds, books and vouchers relating to the business of the Consortium shall be open to inspection by Council members. At the expiration of its term of office, the Fiscal Agent shall deliver to its successor all books, money, and other property of the Consortium. The Fiscal Agent shall be required to provide the Council with an annual accounting of all financial matters relating to the operation of the Consortium. Independent audits shall be conducted as determined by the Council but at least at the close of each three year term of the Fiscal Agent.

ARTICLE XIII - LIABILITY STRUCTURE AND INDEMNITY AGREEMENT

 1. It is intended that all contractual relations or property interests resulting from Consortium activities or programs or relating to Consortium purposes shall be the responsibility and obligation of the individual Consortium member who has agreed to be responsible for any such legal obligations or relationships. As a result, the Consortium will not employ employees, make contracts, incur liabilities, borrow money, raise notes or other obligations nor secure any obligations by mortgage or pledge nor will the Consortium purchase, take, receive, lease, take by gift, devise or request or otherwise own, hold, improve, use or otherwise deal in or with real or personal property or any interest therein wherever situated. However, the Council may for purposes of efficiency and convenience and upon the acceptance of a participating member designate a fiscal agent among the members of the Consortium which shall be responsible to administer on behalf of the other members the legal responsibilities and contractual relations relating to Consortium activities, programs or purposes.

2. THE MEMBERS OF THE CONSORTIUM AGREE TO INDEMNIFY EACH OTHER AGAINST ANY LIABILITY, WHETHER DUE TO ANY MEMBER'S NEGLIGENCE, WILLFUL ACT OR OTHERWISE, LOSS OR EXPENSE (INCLUDING ATTORNEYS FEES) ARISING OUT OF ANY CLAIM MADE RELATING TO ANY CONSORTIUM ACTIVITIES. AS TO THE PUBLIC INSTITUTIONS, SUCH INDEMNIFICATION IS LIMITED, TO THE EXTENT APPLICABLE, BY CONTROLLING STATE LAW. 

ARTICLE XIX - NOT A PARTNERSHIP

 Nothing in this Constitution shall be construed to constitute members of the Consortium as partners for any purpose. No member, officer, agent or employee shall be liable for any act or failure to act of any other member, officer, agent or employee of the Consortium. In the event that any claim is made against the Consortium or any of its members by a third party claiming a partnership relationship as a basis of liability, the indemnity provisions of Article VIII of the Agreement shall be operative. 

ARTICLE XV - INDEPENDENCE OF MEMBERS

 1. It is understood by the members of the Consortium that the collaborative programs and activities of the Consortium are subordinate to and may not contradict the policy and practices of any member with respect to the governance of relationships between the members.

2. It is also understood that the members of the Consortium are not prohibited from entering into any other agreements or relationships with other agencies or entities pertaining to the purposes identified in this Constitution. 

ARTICLE XVI - AMENDMENTS TO CONSTITUTION

 This Constitution may be amended or repealed, in whole or in part, by a two-thirds vote at any duly organized meeting of the Consortium. Such amendments are binding on all members, including those who voted against them.

 ARTICLE XVII - BYLAWS

This Consortium may, if it elects, adopt Bylaws which may be amended, in the manner provided in the Bylaws and the Bylaws and amendments shall be binding on all members, including those who have voted against them.