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 - AR
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 - 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 or indirectly hire, through its Fiscal Agent, personnel to support the operations of the Consortium. The powers and responsibilities of these personnel will be limited by this Constitution and the direction of the Council. Such employees work closely with the Chair under the general direction of the Steering Committee, with indirect accountability to appropriate entities such as Council liaisons and the Fiscal Agent.
ARTICLE IV - 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 V - 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 VI - 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 VII - MEMBERSHIP
1. This Consortium is composed of the following Utah libraries of not-for-profit educational and research universities and institutions:
Brigham Young University, Howard W. Hunter Law Library
Brigham Young University, Harold B. Lee Library
Church History Library
Dixie State College of Utah, Val A. Browning Library
Salt Lake Community College Libraries
Snow College, Karen H. Huntsman Library
Southern Utah University, Gerald R. Sherratt Library
University of Utah, Spencer S. Eccles Health Sciences Library
University of Utah, J. Willard Marriott Library
University of Utah, S. J. Quinney Law Library
Utah State Library
Utah State University, Merrill-Cazier Library
Utah Valley University Library
Weber State University, Stewart Library
Westminster College, Giovale Library
2. Membership applications should be submitted to the Steering Committee as defined in Article III – Governance, addressing how interested members meet desired membership criteria. Membership approvals and exceptions must be approved by a two-thirds vote of the Council.
3. All members are required to pay an annual membership fee.
4. Membership. Any library of an institution of higher learning or intensive research within the State of Utah may become a Member of the Consortium with full voting and other associated privileges provided it meets 3 of the following 4 criteria:
--ability to participate in consortial database licensing;
-- 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;
All members are required to:
-- provide onsite access to faculty, staff, and students of other consortium institutions;
-- attend regular meetings of the Council (director or designee);
-- have library staff participate in committees and consortium projects.
5. All rights, privileges, and interest of a member of the Consortium shall cease on termination of membership. Membership agreements are nontransferable. Any member may voluntarily withdraw from the Consortium by giving ninety (90) days notice of such intention to the Chair of the Consortium.
6. If, in a written and signed communication to the Council, any member 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, according to fair procedures to be determined by the Council.
7. Notwithstanding the provisions of paragraphs 4 and 5 above, withdrawal or expulsion from membership in the Consortium does not relieve an institution from contractual and other obligations entered into as part of Consortium activities.
ARTICLE VIII - MEMBERSHIP FEES
The annual fees required for 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.
ARTICLE IX – MEMBERSHIP BENEFITS
Each 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 Member shall be entitled to one vote in the affairs of the Consortium through its participation in the Council by the director or designee.
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.
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 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 annually by the Council.
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 member library will appoint one staff member with required professional competence to each committee. Each committee shall appoint a committee chair. The terms for committee chairs and members will begin with the ULAC fiscal year. The Council Chair will appoint a member of the Council to serve as a liaison to each committee.
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 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 directly 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 XIV - 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 XIII 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.