The Connecticut Library Consortium’s 16th Annual Membership Meeting Thursday, June 6, 2019

4:00 – 6:00 PM CT Public, Hartford, Connecticut

AGENDA Registration Opens Food & Beverage Service / Networking / Tours Welcome Jennifer Keohane Annual Business Meeting

Call to Order Sarah Briggs Approval of Minutes of the 2018 Meeting Carol Ansel Presentation of the 2019-2020 Board Nominees Sarah Briggs

Proposed changes to CLC Bylaws Marie Shaw 2020 Membership Dues Jane Fisher FY 2019-2020 Budget Sarah Briggs Executive Director’s Report Jennifer Keohane

Report of the State Library Kendall Wiggin Presentation – CT Public New Initiatives & Donna Sodipo, Senior Vice

Library Partnerships President of Education

Recognitions Closing Remarks

Incoming Board Chair Janice Wilson Adjournment / Event Completion

The Connecticut Library Consortium’s 15th Annual Membership Meeting Thursday, June 7, 2018 4:00 pm Mystic Seaport Museum, Mystic, CT

MINUTES Welcome. Executive Director Jennifer Keohane welcomed the group and turned the meeting over to Chair Jane Fisher. Call to order. Jane Fisher called the meeting to order at 4:59pm. She thanked the CLC staff for putting the meeting together, and the Board and Jennifer for the work they’ve done over the course of the year. Whenever new programs and services are considered, Jennifer is always focused on the members and mission. Jane acknowledged all of the Board members and introduced the staff. Approval of minutes. Marian Amodeo presented the minutes of the 2017 Annual Membership Meeting. There were no corrections.

A motion was made to waive the reading of the minutes (B. Williams/Thornton). There was no discussion. The motion carried with all in favor. A motion was made to approve the minutes of the 2017 Annual Meeting (Slayton/McCurdy-Crescimanno). There was no discussion. The motion carried with all in favor.

Election of Board Nominees. Sarah Briggs presented the nominating committee report. Those present were asked to refer to the printed report which listed the three board members up for election for a second three-year term. Chair Jane Fisher invited nominations from the floor. There were none.

A motion was made to elect the slate of board nominees as presented for a three-year term (Kenausis/Amodeo). There was no debate. The motion carried with all in favor.

Jane Fisher asked all present board members to come up for a photo. Approval of 2019 Membership Dues. Jane Fisher presented the board’s recommended 2019 dues structure, which reflects no changes to 2018 dues.

A motion was made to approve the FY 18-19 dues structure as presented (Briggs/Prince). There was no debate. The motion carried with all in favor.

Approval of FY 2018-2019 Budget. Jane Fisher asked members to refer to the budget report included in their packet. She noted that the budget does call for pulling some resources from reserves in order to implement the new business plan given reduced state funding. There was brief discussion about the positive return on CLC’s investments.

A motion was made to approve the CLC budget as presented (Amodeo/Shaw). There was no debate. The motion carried with all in favor.

Executive Director’s Report. Jennifer Keohane gave an overview of the changes in CLC funding over the year and the way that the organization is coping, especially through CLC’s new business development plan and its five key strategies. Discounts are getting stronger and smarter, and CLC is developing more and stronger partnerships. Jennifer introduced the staff and their roles. She shared a bit of what it’s like to work behind the scenes at CLC, and thanked the board, roundtable chairs, and CLC’s partners for their hard work and support.

Report of the State Library. State Librarian Kendall Wiggin acknowledged how much he appreciates his relationship with CLC and with Jennifer in particular. He applauded CLC for its new plan and for looking inward and making changes in response to budget challenges, which are unlikely to improve in the next few years. Mystic Seaport Partnership. Margaret Milnes of Mystic Seaport welcomed the group and expressed her enthusiasm for the developing partnership between CLC and Mystic Seaport. Jennifer and Margaret have many ideas for collaboration between the two organizations. [At 5:35pm, there was a brief adjournment. The meeting resumed at 5:45pm.] Roundtable Chair Recognitions. Alena Principato gave a brief summary of the roundtable program. CLC currently sponsors over 30 different roundtables, run by volunteer chairs. Roundtable chairs who were present were recognized for their hard work and dedication. Jan Gluz Cooperative Spirit Award. Jennifer Keohane presented the 2018 award to Marie Shaw, and shared some of the many reasons why Marie is a deserving recipient. Other recognitions. Jennifer expressed her gratitude to everyone on the board for buoying the organization with their support and knowledge. Finally, Jennifer acknowledged chair Jane Fisher for her strong and supportive leadership of the board. Concluding remarks. Jane Fisher introduced incoming chair Sarah Briggs. Sarah noted that CLC has maintained its vitality and services despite drastic budget changes. It’s an exciting and optimistic time for the organization.

A motion was made to adjourn the meeting (McCurdy-Crescimanno/Amodeo). There was no debate. The motion carried with all in favor.

The meeting adjourned at 5:57pm. Respectfully submitted, Christine Sarrazin

The Connecticut Library Consortium’s 16th Annual Membership Meeting Thursday, June 6, 2019 4:00 – 6:00 pm

CT Public, Hartford, Connecticut

NOMINATING COMMITTEE REPORT The Connecticut Library Consortium Nominating Committee presents the following individuals for nomination to serve on the CLC Board beginning immediately upon election. For an initial three-year term ending in 2022: • Gayle Bogel, Associate Professor and Coordinator of School Library Media Program,

Southern Connecticut State University • Kate Fuller, Head of Reference & Curriculum Services, Homer Babbidge Library, University

of Connecticut For the completion of a vacant term ending in 2021: • Anthony Marrocolla, Manager of Adult Services, New Canaan Library For a second three-year term ending in 2022: • Sally Tornow, Director, New Milford Public Library

Returning Board members: Term ending in 2020: • Carol Ansel, Godfrey Memorial Library, Middletown • Sarah Briggs, Jonathan Law High School, Milford • Leticia Cotto, Hartford Public Library • Veronica Kenausis, Western Connecticut State University • Joan Overfield, Fairfield University (retired) • Ellen Paul, East Hampton Public Library • Marie Shaw, Three Rivers Community College • Priscilla Ubysz, Pratt & Whitney Information & Library Services • Janice Wilson, Eastern Connecticut State University Term ending in 2021: • Mary Hogan, Cora J. Belden Library, Rocky Hill • Sue Prince, Mystic Middle School, Stonington

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CONNECTICUT LIBRARY CONSORTIUM, Inc.

BYLAWS

ARTICLE I - NAME The name of this organization is the Connecticut Library Consortium, Inc., a nonprofit organization. It is hereinafter referred to as the “Consortium” or “CLC.”

ARTICLE II - PURPOSE The purpose of the Consortium is to initiate and facilitate cost-effective services to strengthen the ability of member libraries to serve their users by: • providing a forum for the sharing of information, ideas, and expertise • facilitating and creating partnerships among different types of libraries • identifying trends and promoting the effective use of technology in libraries • supporting the continuing education of library staff through programming and training

opportunities • leveraging the buying power of its members to provide materials and services to libraries of

all types and sizes in all regions of the state

ARTICLE III - MEMBERSHIP AND VOTING

Section 1. Membership in the Consortium is open to any institution or organization providing library service in Connecticut regardless of the governance, source of funding, or constituency of that institution or organization. In general, institutions and organizations in the following categories will be eligible for full membership: public and private libraries serving the public (but not their branches), special and technical libraries, university and college libraries, state technical school libraries, public and private school libraries, and governmental libraries. Section 2. For the purpose of voting, each member institution or organization, hereinafter referred to as “Member,” shall designate in writing/text, by name or title, an official representative and such alternates as they deem appropriate. (See Article III, Sec. 3 for exceptions.) Such designation will remain in effect until the Member changes such designation in writing/text. The term “Member Representative” shall hereafter mean the official representative or any designated alternate. Section 3. Each Member shall have one vote, except as specified below. Each school system or board of education that joins the Consortium as a school district, as well as each library system, university, business organization, or other multi-unit entity joining the Consortium as a group paying one membership fee, shall have one vote without regard to the

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number of Member libraries/organizations/units under its jurisdiction, and shall designate one Member Representative for the entire group as provided for hereinafter. All units under the jurisdiction of such a group shall be represented by a single membership whose vote is expressed by the Member Representative. Each unit under the jurisdiction of such a group shall, however, be entitled to all other rights and privileges of membership Section 4. Payment of dues invoice will constitute membership. The rights, privileges, and obligations of each class of membership (library/organization type) shall be determined by the Board of Trustees. Section 5. Members are obligated to maintain a current, paid membership in order to receive member benefits. Membership must remain current for the duration of the subscription period for any products or services purchased via CLC contracted pricing. CLC reserves the right to impose additional charges equaling the value of savings received on subscriptions and/or terminate access to the discounted product or service if membership lapses. Dues are not refundable.

ARTICLE IV - FINANCING Section 1. The fiscal year of the Consortium shall be that of the State of Connecticut, which is July 1 to June 30. The membership year shall be the calendar year, January 1 to December 31. Section 2. The scale of dues for Members shall be recommended by the Board of Trustees and ratified by the majority vote of the Member Representatives in attendance at any regular membership meeting. All Members shall pay annual dues recommended by the Board of Trustees and adopted by the membership. A Member whose dues remain unpaid after thirty days at the beginning of the calendar year shall be terminated from membership. Section 3. The Board of Trustees may set the annual fees for optional services provided by the Consortium. Section 4. At the discretion of the Executive Director, dues may be pro-rated for new members who join the Consortium after six months of the calendar year. Section 5. The Finance Committee of the Board of Trustees shall prepare a fiscal year budget of expenses and income and a dues structure for the next membership year, both of which shall be presented to the Board of Trustees for their consideration, possible amendment and approval. Once approved by the Board of Trustees, the proposed budget and dues structure shall be sent to Members at least 10 days before a regular membership meeting for consideration and adoption at said meeting. Section 6. When required by the State of Connecticut or other grantors, or at the discretion of the Board of Trustees, an independent auditor shall be appointed by the Board of Trustees to conduct an audit of all accounts under authority of the Consortium, and the auditor shall report to the Board.

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ARTICLE V – BOARD OF TRUSTEES Section 1. The affairs and business of the Consortium shall be governed by an elected Board of Trustees composed of fifteen persons. Section 2. The Nominating Committee of the Board of Trustees shall prepare a slate of nominees for vacant positions on the Board, nominating at least one person for each vacancy. The committee shall make its best effort to assure that the composition of the Board of Trustees is representative of the membership geographically and by type and size of institution. Nominees may be staff from Members who have demonstrated a commitment to the cooperative achievement of improved library services, or members of the community with a demonstrated interest and expertise in the business of the Consortium. The Nominating Committee shall consider the qualifications of each nominee, taking into consideration the authority of the individual to commit library resources at the home institution, the depth and breadth of knowledge and experience, and record of professional contribution of the individual. Section 3. The slate of nominees shall be presented to the Board of Trustees for their consideration, possible amendment and approval. Once approved by the Board of Trustees, the proposed slate of nominees shall be sent to Members at least 10 days before a regular membership meeting for consideration and adoption at said meeting. Additional nominations may be made from the floor at a regular membership meeting by Member Representatives, provided that the nominee has consented in advance to the nomination. Section 4. The term of each Trustee shall be three years, and no Trustee shall serve more than two consecutive terms. For the initial term, one-third of the Board members will be elected for a three-year term, one-third for a two-year term, and one-third for a one-year term. Election may be by mail or electronic ballot in accordance with procedures established by the Board of Trustees. Section 5. A vacancy on the Board of Trustees shall be declared when an elected Trustee resigns, dies, fails to attend four duly called meetings of the Board, no longer represents the constituency for which they were elected, or is removed by majority vote of the Board (see Article V. sec. 8). The term of a replacement Trustee shall be the remainder of the term of the Trustee so replaced. Any vacancy on the Board of Trustees shall be filled for the balance of the unexpired term by vote of the Board. This initial abbreviated term shall not be included as an elected three-year term for term limit considerations as described in Article V, sec. 4. Such Trustees may be elected for up to two three-year terms at the end of their partial term. Members may revise the terms for seats on the Board of Trustees at any regular membership meeting at which quorum is present. Section 6. A meeting of the Trustees shall be held after a regular membership meeting for the purpose of electing officers of the Consortium, and additional meetings of the Trustees may be called as the Chair or as a majority of the Trustees shall determine, but not less often than quarterly. Section 7. Trustees shall receive no compensation for the execution of their duties as Trustees or through employment by the Consortium. Section 8. A Trustee may be removed from office only upon a two-thirds vote of the Board.

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ARTICLE VI - OFFICERS Section 1. The officers of the Board of Trustees shall be the Chair, the Vice Chair/Chair-Elect, the Secretary, the Treasurer, the Immediate Past Chair, and other individuals serving at-large as the Board may deem appropriate from time to time. Officers shall serve one-year terms, which may be renewable. The outgoing Chair shall assume the office of Immediate Past Chair. Section 2. For the purpose of voting in new officers, a Board of Trustees meeting shall take place immediately following a regular membership meeting where Trustees are elected. The officers shall be elected by the Board of Trustees from its membership. A slate of nominees for office shall be presented by the Nominating Committee. Additional officer nominations may be made from the floor by Trustees provided that the nominee has consented in advance to the nomination. Officer elections will only be conducted once per fiscal year unless there is a vacancy. Section 3. A vacancy in any office shall be filled by an existing Board of Trustees member. The Nominating Committee will present a candidate for approval by the Board. A two-thirds majority vote by the Board of Trustees constitutes election. Section 4. The Board may remove any officer by a two-thirds vote at any time.

ARTICLE VII - DUTIES OF OFFICERS Section 1. The Chair shall preside at meetings of the Board of Trustees, the Executive Committee and the membership. Section 2. The Vice Chair/Chair-Elect shall perform the duties of the Chair in the absence or disability of the Chair. The Vice Chair/Chair-Elect shall assume the office of Chair immediately upon the expiration of the current Chair’s term in office. Section 3. The Secretary shall be responsible for the minutes of the meetings of the Board of Trustees, the Executive Committee, and the membership, and for preparing such correspondence as the Chair directs. Section 4. The Treasurer has primary responsibility for monitoring fiscal procedures and financial activity. The Treasurer shall present a report at each regular meeting of the Board of Trustees and at regular membership meetings. The Treasurer shall chair the Finance Committee. Section 5. The Immediate Past Chair shall convey to the Chair information concerning past policies and customs, relationships, deliberations, and history of the Consortium; and shall carry out such additional duties as the Chair shall assign.

ARTICLE VIII - COMMITTEES

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Section 1. The Executive Committee shall be composed of the officers and one other Trustee, elected annually by the Board of Trustees per Article VI, Section 2.

(a) The Executive Committee shall have general supervision of the affairs of the Consortium between regular meetings of the Board and shall be empowered to act between meetings of the Board. The Executive Committee shall be subject to the orders of the Board and none of its acts shall conflict with action taken by the Board or by the Consortium. Any action taken by the Executive Committee may be subject to full Board of Trustees review and alternate action.

(b) The Executive Committee shall be empowered to supervise, monitor, oversee and evaluate the Executive Director.

(c) Meetings of the Executive Committee shall be held at the call of the Chair or upon the oral or written petition of any three of its members.

(d) The Executive Committee shall report on each of its meetings at the next regular meeting of the Board of Trustees.

Section 2. There shall be standing committees, with the committee chair and membership appointed by the Board Chair unless otherwise stated in these bylaws. Chairs of standing committees shall be Trustees. Standing committees shall include the following, with other standing committees established as the Board of Trustees deems necessary:

(a) Nominating Committee, which consists of at least three members and which presents slates of nominees for Trustees, officers, and other positions designated by the Board. At least one member of this committee other than its chair shall be appointed from among the official representatives of Members.

(b) Finance Committee, which is chaired by the Treasurer and whose members include the Board Chair and Executive Director and any other Trustees as appointed. The committee shall prepare a Consortium budget of expenses and income for the next fiscal year, and a dues structure for the next membership year. The committee shall: identify funding sources and recommend to the Board of Trustees appropriate actions to obtain such funding; receive the annual audit and recommend appropriate actions to the Board; and review quarterly financial reports of the Consortium reflecting budget to actual, identifying any corrective action or major issues to be addressed by the full Board.

(c) Personnel Committee, which includes the Board Chair and any other Trustees as appointed, shall be responsible for recommending to the Board additions and revisions to the written personnel policy of the Consortium, and will be responsible for the general oversight of staff recruitment, compensation, and personnel policies. Only elected Trustees shall serve on this committee. The current Board approved personnel manual presents in written form policies defining the responsibilities and privileges of the employees of the Consortium, and it supersedes any previous versions or other documents governing personnel matters.

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Section 3. There shall be special committees established as the Board of Trustees shall deem necessary. Chairs of special committees shall be appointed by the Chair with advice of the Board of Trustees. The members of each committee shall be appointed by the Chair with the advice of the Committee Chair. All special committees shall go out of existence at the end of the fiscal year unless their extension is recommended by the Board of Trustees.

ARTICLE IX - MEETINGS Section 1. A report of the Nominating Committee, a fiscal year budget of expenses and income, a dues structure for the next membership year, and any proposed amendments to the bylaws will be reviewed and approved by the membership at regular membership meetings to be held at least once per year. Regular membership meetings shall take place at a time and place to be determined by the Board of Trustees. Notice shall be sent by mail or email to each Member at least ten days prior to the date of the regular membership meeting, and shall include an agenda, the report of the Nominating Committee, the fiscal year budget, and the dues structure for the next membership year, as well as any proposed amendments to the bylaws. Section 2. The purpose of regular membership meetings shall be to receive reports from the Treasurer, Executive Director, and the standing committees; to elect members of the Board of Trustees; to adopt the dues and fee structure for the next membership year; to adopt a fiscal year budget of expenses and income; to amend the bylaws as needed; and to undertake any other matters as recommended by the Board. Those Board members who are elected at the regular membership meeting shall assume their offices forthwith. Section 3. Regular membership meetings may be called upon ten days’ notice upon the written petition of not less than one-tenth of the Members of the Consortium. Section 4. Special or emergency meetings of the Board of Trustees may be called by the Chair or the Executive Committee. Meetings called by the Chair or Executive Committee require at least three days’ notice to be given to the Trustees. In the case of an emergency meeting, such notice may be waived. At all special or emergency meetings, only the business as set forth on the agenda or notice of meeting shall be conducted. Section 5. A written request for a special or emergency meeting of the Board of Trustees may be made to the Executive Committee by three Trustees or five Members. The purpose of the meeting shall be stated in the request. The Executive Committee will determine whether the requested purpose could alternatively be more properly handled at the next regular business meeting of the Board. At special or emergency meetings, only the business as set forth on the agenda or notice of meeting shall be conducted. Section 6. In lieu of holding a regular or special meeting, Trustees may vote electronically on any action. Written consent of all Trustees is required and said consent shall have the same force and effect as a unanimous vote of the Trustees at a duly called or held meeting. Section 7. In the event that a Trustee cannot attend a meeting in person, he or she may participate in the meeting by telephone or electronic means, as long as the member requested

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such participation of the chair in advance of the meeting, and as long as everyone at the meeting can hear every other person participating in the meeting. Such remote participation shall constitute attendance at the meeting by such Trustee.

ARTICLE X - QUORUM Section 1. Membership meetings: The Member Representatives in attendance shall constitute a quorum. Section 2. Board meetings: A majority of the members of the Board of Trustees shall constitute a quorum. Section 3. Executive Committee meetings: A majority of the members of the Executive Committee shall constitute a quorum. Section 4. Standing Committee and Special Committee meetings: A majority of the members, exclusive of ex-officio members, of a Standing or Special Committee or shall constitute a quorum.

ARTICLE XI - AMENDMENT OF BYLAWS These bylaws may be amended at any regular membership meeting by a two-thirds vote of the Member Representatives present and voting. Proposed amendments shall be submitted in writing to the Members at least ten days before such meeting. All amendments shall become effective immediately upon approval.

ARTICLE XII - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order newly revised shall govern the Consortium in all cases to which they are applicable and in which they are not inconsistent with the bylaws or any special rules of the Consortium.

ARTICLE XIII - DISSOLUTION In the event of the dissolution of the Consortium, any assets realized upon liquidation and remaining after payment of all its liabilities and obligations shall be distributed to nonprofit organization(s) exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or to governmental entities in accordance with a plan of distribution prepared in the manner prescribed in General Statutes Sec. §33-1176. The plan of distribution should be prepared to ensure that any Internal Revenue Code Sec. 501(c)(3) rights are preserved during the liquidation process.

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The Connecticut Library Consortium’s 16th Annual Membership Meeting Thursday, June 6, 2019 4:00 – 6:00 pm

CT Public, Hartford, Connecticut

PROPOSED CLC MEMBERSHIP DUES January 1 – December 31, 2020

For 2020, the CLC Board of Directors recommends no changes to 2019

membership dues rates. PUBLIC LIBRARIES – NO CHANGE. 2020 dues will be based on Total Operating Expenditures as published in the latest version of Connecticut Public Libraries: A Statistical Profile (2018-19 or later).

Total Operating Expenditures (TOE) 2019 DUES 2020 DUES ≤ 100,000 $170 $170 100,001 – 200,000 $300 $300 200,001 – 300,000 $465 $465 300,001 – 400,000 $625 $625 400,001 – 600,000 $730 $730 600,001 – 1 million $795 $795 1,000,001 – 2 million $860 $860 2,000,001 – 3 million $925 $925 > 3 million $990 $990

ACADEMIC LIBRARIES – NO CHANGE. 2020 dues will be based on the most recent (2018-19 or later) student FTE figures published by the Connecticut Department of Higher Education.

Student FTE 2019 DUES 2020 DUES ≤ 500 $130 $130 501 – 1000 $230 $230 1001 – 1500 $330 $330 1501 – 2000 $430 $430 2001 – 3000 $530 $530 3001 – 5000 $630 $630 > 5000 $730 $730

PROPOSED CLC MEMBERSHIP DUES page 2

SCHOOL LIBRARIES (DISTRICTS & SINGLE SCHOOLS) – NO CHANGE. 2020 dues will be based on the most recent (2018-19 or later) enrollment figures published by the CT Department of Higher Education (public schools) or the National Center for Education Statistics (non-public schools).

CALCULATION FOR 2019 DUES CALCULATION FOR 2020 DUES $.21/student - min $130, max $660 $.21/student - min $130, max $660

SPECIAL LIBRARIES – NO CHANGE. 2020 dues will be based on the most recent (2018 or later) self-reported total operating expenses for the LIBRARY, which may or may not be separate from the institution as a whole.

Library TOE 2019 DUES 2020 DUES ≤ 500,000 $130 $130 500,001 – 1 million $230 $230 > 1 million $330 $330

FY 19-20 Proposed Budget

Connecticut Library ConsortiumFY19-20 Budget - DRAFTApproved by Executive Committee & BOT 5.16.19

BudgetFY19-20

Ordinary Income/ExpenseIncome

4000 · Grants -Income $124,4024100 · Membership Dues $184,0504200 · CLC Events/Training-Income $31,3504300 · CLC Products-Income $5,2254400 · Co-op Collections-Income $31,0874500 · Discounted Products-Income $565,4084600 · Fundraising, Gifts & Contributions $04700 · Consultants & Performers Directory-Income $42,3754800 · CLC Contracted Services-Income $52,1404980 · Interest & Dividends $04990 · Late Fees $200

Total Income $1,036,237

Expense6200 · CLC Events/Training-Expense $20,4706300 · CLC Products-Expense $3,8056390 · Co-op Collections Expense $27,5996500 · Discounted Products-Expense $382,7586600 · Fundraising Expense $06700 · Consultants & Performers Directory-Expense $13,0006800 · CLC Contracted Services-Expense $4,9917200 · Personnel Exp & Benefits $502,1237300 · Professional Services $46,8007400 · Office $56,2307500 · Professional Development $17,4857600 · Sales & Marketing $7,0007700 · Taxes & Fees $22,278

Total Expense $1,104,539Net Ordinary Income -$68,302Other Income/Expense

Other Income8010 · Change in Value of Investments $30,0008020 · Transfer from Reserves $38,302

Total Other Income $68,302Total Other Expense $0

Net Other Income $68,302Net Income $0

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