National Licensing Proposal

Proposed Governance Framework

October 2006 revision - please send your comments through to nlp@nla.gov.au.

  1. Rationale for the Governance Framework
  2. Objectives
  3. Purchasing Model
  4. Membership
  5. Membership Forum
  6. Meetings and Voting
  7. Executive Committee
  8. Executive Officer
  9. Parties and Interest Groups
  10. Auditing Requirements
  11. Governance Framework Amendments
  12. Review of the Governance Framework
  13. Transitional Arrangements

1. Rationale for the Governance Framework

The purpose of the Australian National Licensing Proposal (NLP) is to enable Australian libraries to collaboratively purchase full-text online resources for their clients. The governance framework sets out the policies and conditions to administer the NLP as a non-profit consortium (hereafter referred to as Consortium) including authority, accountability, and participation.

2. Objectives

2.1 To offer all members effective and equitable participation in the conduct of the Consortium's policies and administration.

2.2 To achieve a financially self-sufficient libraries' consortium for purchasing online resources at the national level.

2.3 To provide a means of cost effective purchasing of online resources for all participating libraries and consortia.

3. Purchasing Model

3.1 The current purchasing model adopted for the Consortium is the Vendor Library Agreement, whereby eligible members may purchase resources (products) through a Head Deed agreement (Deed) agreed between the National Library of Australia (National Library) and vendors.

3.2 Deeds may offer a range of resources, pricing and availability to libraries. The Consortium may include resources that are not available to all Australian libraries and consortia. 

3.3 Members have the right to opt in or to opt out of any Deed agreements.

4. Membership

The basic structure of the Consortium will comprise a Membership Forum, an Executive Committee, an Executive Officer and ad hoc working parties.

4.1 Eligibility

4.1.1 Membership is open to those library or library related entities or organisations purchasing resources through the arrangements offered through the Consortium. This includes individual libraries and consortia which may formally represent a group, sector or association of libraries at regional, state or federal levels.

4.1.2 Consortia not purchasing resources through the Consortium may also be invited to join the Consortium by the Executive Committee.

4.2 Membership

4.2.1 Subject to section 4.1 (above), the Executive Officer will maintain an official membership record of libraries and consortia for administrative purposes. 

4.2.2 Membership will be on an annual calendar year subject to each member meeting any required financial and administrative obligations as defined in section 4.3 (below).

4.3 Member responsibilities and entitlements

4.3.1 All members will abide by the governance framework.

4.3.2 Members will participate in the Consortium by purchasing resources:

a) from vendors that are parties to the Deed;

b) at the price agreed for the Consortium; and

c) directly from the vendors that are parties to the Deed.

4.3.3 Members are required to comply with the conditions in Deed agreements.

4.3.4 Members are responsible for any agreements directly signed by members and vendors.

4.3.5 Members may propose general principles, common policies or specific procedures to the Membership Forum and to the Executive Committee.

4.3.6 Members may be involved in the Consortium working parties and other interest groups as required.

5. Membership Forum

5.1 Purpose

The Membership Forum will provide direction and policy guidance for the management of the Consortium.

5.2 Membership

The Membership Forum will include all Consortium members as defined in section 4.1 (above). The Forum will elect the Consortium's Executive Committee every two years in a manner so prescribed by members.

5.3 The Forum will hold a meeting at least annually.

5.4 The Membership Forum may propose general principles and policies including:

  • governing the direction and operation of the Consortium;
  • endorse, amend or reject policies recommended by the Executive Committee; and
  • review motions submitted by members in accordance with procedures approved by the Membership Forum.

6. Meetings and Voting

6.1 Forum meetings will be held at a time and place as prescribed by the Executive Committee. Members are responsible for meeting all costs associated with attending the annual Membership Forum meeting. With the exception of the annual Membership Forum meeting, all meetings may be conducted by communications acceptable to an absolute majority of the relevant members, which may include teleconference.

6.2 Each member will have one vote either as an individual library or through consortium representation as defined in clause 4.1.1 (above). Each member may have a designated representative to participate in the Forum. Each member may nominate a proxy.

6.3 Unless otherwise stated in the governance framework, all voting will be decided by a simple majority of attending members at any Consortium meeting.

6.4 The negotiation of tenders will be determined by the Executive Committee and Membership Forum through a process agreed by the Forum.

7. Executive Committee

7.1 Purpose

To develop, recommend and ensure the implementation of policies and decisions that articulate the vision, objectives and functions of the Consortium in adherence with the views and needs of the membership.

7.2 Membership

There will be an Executive Committee comprising:

  • a Chair;
  • a Deputy Chair;
  • a minimum of six ordinary members; and
  • a Consortium Executive Officer ex officio.

7.2.1 The National Library of Australia will appoint and fund the Executive Officer until otherwise determined by the Membership Forum and the National Library.

7.2.2 The Executive Committee will have no more than two members drawn from the same Library sector at any one time.

7.2.3 The Executive Committee may include invited representatives from Australian library consortia.

7.3 Election of Executive Committee members

The Membership Forum will elect Executive Committee members for terms of two years. Members will serve staggered two-year terms to provide continuity. Executive Committee members may hold office for no more than two terms in succession. The Executive Committee will elect from within its membership the Chair and Deputy Chair for the two year terms.

7.4 Special advisers

Where the Membership Forum or Executive Committee considers there is a need for expert advice, adviser(s) may be invited by either the Forum or Committee to serve on the Executive Committee. These advisers will act in an advisory, non-voting capacity to the Executive Committee.

7.5 Voting powers, proxies and quorum

7.5.1 All Executive Committee members will have one vote each except for the Executive Officer who may fully participate in Committee deliberations but does not have a vote.

7.5.2 A quorum of the Executive Committee will be half the members plus one, excluding the Executive Officer. Either the Chair or Deputy Chair must be present.

7.5.3 Proxy voting may be exercised through the Chair if the Executive Committee member has given written approval and voting directions prior to a meeting.

7.6 Casual vacancies

The Membership Forum will fill casual vacancies of positions on the Executive for the remainder of the two year term of the office.

7.7 Frequency of meetings

The Executive Committee will meet at least four times in any calendar year. Meetings may be conducted by communications agreed by the Executive Committee which may include face-to-face and teleconference.  Any costs for participation in Executive Committee meetings will be paid by the Executive Committee members or through the funding provided to support the Australian National Licence Proposal.

7.8 Terms of reference

The Executive Committee will:

7.8.1 Act on behalf of the Consortium in all matters of business relating to tendering and deeds including terms and conditions with suppliers and publishers and in representing the Consortium in its dealings with external parties.

7.8.2 Recommend and implement policies of the Consortium including objectives, membership, finances, negotiations with external parties, liaison with suppliers, advocacy, observance of agreements and other matters pertaining to the good governance and administration of the Consortium.

7.8.3 Appoint working parties and other representative groups, draft their terms of reference, appoint members of such groups and generally monitor, supervise and report upon their operations to the Membership Forum as necessary.

7.8.4 Appoint Evaluation Panels as required.

7.8.5 The Executive Officer may sign Deeds on behalf of the Consortium if authorised by the National Library, and the Executive Committee in accordance with the Membership Forum, clause 5.4.

8. Executive Officer

8.1 Purpose

Under the general direction of the Executive Committee, the Executive Officer will manage the operations of the Consortium and carry out the tasks assigned by the Executive Committee.

8.2 Authority and remit

8.2.1 The Executive Officer will jointly report to the Executive Committee Chair and the National Library with respect to duties and obligations including financial matters.

8.2.2 The Executive Officer will act as the primary liaison officer on behalf of the Consortium with members, as well as suppliers, publishers, libraries and other external parties.

8.2.3 The Executive Officer will conduct the daily management of the Consortium as defined by the policies and resolutions of the Executive Committee and the Membership Forum.

8.2.4 The Executive Officer will organise meetings of the Membership Forum and the Executive Committee.

8.2.5 The Executive Officer will be an employee of the National Library and will be responsible for secretarial support to the Consortium.

8.3 Terms of reference

The Executive Officer will:

8.3.1 Liaise with the Executive Committee and the Membership Forum to facilitate the operations and business of the Consortium.

8.3.2 Implement the agreed policies of the Consortium in conjunction with the Executive Committee.

8.3.3 Provide support for the tender process conducted by the National Library for the Consortium.

8.3.4 Manage Consortium expenditure and the budget in association with the Executive Committee.

8.3.5 Register members and maintain a current membership register.

9. Parties and Interest Groups

9.1 Establishment of working parties and other interest groups

9.1.1 The Membership Forum may recommend the formation of working parties to the Executive Committee.

9.1.2 The Executive Committee may establish working parties or other groups to undertake projects or investigations for the Consortium.

9.2 Membership of working parties and other interest groups

Membership will be determined on an as needs basis and will consist of a minimum of three members, of whom at least one must be an Executive Committee member.

9.3 Terms of reference

Specific terms of reference and composition of working parties and other interest groups will vary according to the demands of each situation. The basic principles governing these groups are:

9.3.1 The Executive Committee will appoint the Chair for any working party or interest group.

9.3.2 All reports or recommendations will be submitted to the Executive Committee for consideration.

9.3.3 No working parties or groups are authorised to enter into commitments, financial or otherwise, without the prior approval of the Executive Committee.

10. Auditing Requirements

The Executive Officer will ensure that Consortium operating expenditures comply with relevant auditing and financial reporting requirements.

11. Governance Framework Amendments

Any part of this framework may be amended by an absolute majority of the Membership Forum.

12. Review of the Governance Framework

This Governance Framework will be reviewed for revision no later than December 2008 and thereafter, whenever the operational model is changed, and every three years unless otherwise determined by the Membership Forum.

13. Transitional Arrangements

To enable the establishment of the Consortium an interim Executive Committee will be appointed jointly by representatives of the National Licensing Reference Group and the National Library. This committee will operate for no more than six months after its establishment to formalise the Membership Forum, oversee administrative operations and the election of the inaugural Executive Committee.

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