WiLS Board Minutes, November 18, 2010
Members present: Ane Carriveau, Phyllis Christensen, Patrick Wilkinson, David
Weinhold, Lisa Viezbicke, Ewa Barczyk, Janet White, and Kathy Schneider (non voting).
Chair Patrick Wilkinson called the meeting to order at 1:30. Carriveau, seconded by
Christensen, approved meeting minutes from March 31st on a motion. Schneider noted
that the WorldCat group will break even since two libraries re-joined after July 1st; she
also called attention to the exciting news that our Chair is now a member of the OCLC
Global Council!The Board meeting began at 11:45 with presentation of the FY10 Audit by
Yigit Uctum and Bruce Mayer of Wegner & Associates. Finance Committee members
Sharon Nellis, Todd Conkey, Tom Klement and Leslie Luttrell were also present for this
part of the Agenda. The audit process went smoothly; no material weaknesses or other
problems were found. In response to a question regarding how funds from the Nicholas
Family Foundation must be handled under auditing rules Yigit agreed that for WiLS
planning purposes the ($85,040) figure is the true bottom line for FY10. Other questions
included & has WiLS completed all requirements of the new IRS990 for not-for-profits
(yes), does WiLS have an investment policy (only that investments are limited to
certificates of deposit) and a suggestion that we look to a more aggressive investment
plan for funds that actually belong to WiLS. It was also suggested that WiLS formally
request a full audit report from OCLC. The audit was accepted.
Following a short lunch break Chair Patrick Wilkinson called the meeting to order at
1:00. Weinhold moved, seconded by Barczyk, approval of meeting minutes from July
22nd. Schneider then distributed a financial report for July 2010 explaining that reports
are running behind schedule due to our accountant's time spent on the audit and on
preparing for our new membership database software. Things look great as of the end of
July but one month does not provide much in the way of solid information. Next on the
Agenda was consideration of amendments to the WiLS Bylaws and Guidelines. This
language actually was changed several years ago, and has been operating practice, but
had never officially been adopted. The Board requested that the word "iimmediately" be
struck from section 11.2 proposed changed, then approved the amendments on a
motion by Drew, seconded by Barczyk. (See below)
Election of new vice-chair/chair-elect was the next order of business due to the upcoming retirement of Phyllis Christianson. With minimal arm-twisting Chair Wilkinson
agreed to continue as chair for an additional year on a motion by Weinhold, seconded by
Barczyk. This will be extremely helpful during the transition period facing WiLS. Ane
Carriveau announced that she would be leaving Ripon at the end of December for a
position at the UW Fox Valley. She expressed willingness to finish her term as WiLS
Treasurer (ending 6/30/2011). The Board, and the WiLS Director, gratefully accepted
her offer. This does mean that the July 2011 Board meeting must include election of
both a Vice-Chair/Chair-Elect and a Treasurer for WiLS The Board then turned to the
primary agenda item for the day — assessment of and next steps to be taken from the
Four Futures planning session. All who attended felt the sessions were very worthwhile
both for the future of WiLS and useful for the libraries represented by attendees. It was
agreed that marketing is a critical need for WiLS. We need to develop a strategic
communications plan including the "elevator" speech that captures the essence of WiLS.
Consensus was that currently WiLS is a combination of activities without a clear missiondriven organization. If WiLS were new today, what would we say we are? How would we
be structured? This led to discussion about the name change idea raised at the Four
Futures. Schneider said this was surprising to her but that a WiLS staff member had
thrown out "Cooperative Library Solutions" during a recent staff meeting as how she
viewed our current range of services. Carriveau stated, "That name really says what
WiLS is about." It was tentatively agreed that this should be our tagline for a while and
perhaps eventually would become the new name.
Other observations regarding Four Futures:
Marketing could also become a service in and of itself — producing marketing collateral
for members
Must build from our core services
Culture of WiLS staff must change to understand concept of financial sustainability. With
both the key financially minded staff retiring, others have to become more in-tune with
financial reality. Staff offered great ideas at the Four Futures planning session but there
was a clear sense that not all had an understanding of how such services could really
support themselves.
Need to break down the barriers of UW personnel rules; look, for example, at marketing
as a contracted service for set period of time. It may be wise to limit permanent staff
positions to core services and contract for consulting services that may not be
sustainable as they are "one-shot" type projects. Contract staff could also be used to
offer Level 1 services to non Level 1 libraries.
Develop WiLS staff specialists by type of library community
Become more focused – possibly a smaller range of services
Market WiLS as a kind of "insurance" for libraries
The Board also suggested that WiLS issue a press release about Four Futures including
planned outcomes and with a link to the full report. Wilkinson then gave a short report
on the progress of the Director Search & Screen Committee. The position announcement
is out, deadline is December 15th. Goal is to identify core candidates list by the end of
December and conduct interviews in January. Finalists will be asked to give a
presentation that will be streamed for Board members and WiLS staff.
There were two action items within the WiLS Director's report. Schneider recommended
that her role as interim director be arranged as a contractual relationship rather than as
an official UW Madison annuitant position. This will save money for WiLS and allow for
more flexibility in work hours. Weinhold moved, seconded by Christianson, that
Wilkinson be authorized to enter into such a contract for an interim director. Motion was
approved. The second action item regarded archival materials from the Council of
Wisconsin Libraries. Schneider was directed, motion by Weinhold, seconded by White, to
ask UW Madison archivist for advice but at a minimum should retain Annual reports and
minutes.
OTHER BUSINESS:
Schneider reported that Julie Kamikawa, Mount Mary, has been elected to complete
Ane Carriveau's term on the Board. She also announced that Tom Zillner and Jane
Richard would serve as Acting Director for January and as needed during the interim
director period. In addition, Jonathan Cooper, currently WiLS Assistant Treasurer, has
agreed to handle all check-signing duties during Schneider's absence.
One final item of business was a status report on Wisconsin Heritage Online. WiLS is
working with UW Madison to transition WHO into the UWDCC. The goal is continue the
work of WHO and retain the WHO Outreach Specialist Emily Pfotenhauer through funding
from the Chipstone Foundation. Nothing is final at this point nor do we know as yet
whether or not the WHO brand will be continued.
Meeting adjourned at 3:30 pm Kathy Schneider Secretary Pro Tem
From Bylaws as amended March 2010
ARTICLE VIII: COMMITTEES
Section 1: Standing Committees
B. Finance Committee: The Chair-Elect, Treasurer and one (1) Board member three (3)
people from outside the Board, chosen particularly for their knowledge and experience in
financial matters, from within member libraries, the university community or the not-forprofit world appointed by the Chair for two year terms shall serve as the Finance
Committee. The Executive Director and WiLS Accountant shall serve without vote.
From Bylaws Appendix 1, Operational Guidelines
11.0. FINANCE COMMITTEE
(Bylaws: Article VIII, Section 1. B)
11.1. Duties and Responsibilities:
Reviews and recommends appropriate action to the Board on all matters pertaining to
funding and finance. Oversees all WiLS finances including the monitoring of receipts and
disbursements and assisting the Treasurer with investment of WiLS funds. Reviews
budgets and assessments fees and recommends appropriate action to the Board.
Explores other avenues of funding for WiLS activities and special projects including both
public and private funding sources. Receives and reviews annual audit of accounts and
recommends appropriate action to the Board. Reviews all grant proposals and the
administration of all grant funds. Performs other such duties as directed by the Board.
11.2. Schedule of Meetings: The Committee on Finance meets at least twice each year –
once immediately following completion of the Annual Audit (fall) and once to review
Budget and Fees for the following year (spring) as needed prior to each regular meeting
of the Board.