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Council Minutes

May 4-7, 2006
Chicago, Illinois

President Richard Pearce-Moses called the meeting to order at 6:30 pm on Thursday, May 4. Present: Vice President/President-Elect Elizabeth Adkins, Treasurer Fynnette Eaton, Executive Committee member Christopher Ann Paton, and Council members Mark Duffy, Aimee Felker, Kathryn Neal, Ben Primer , Carla Summers, Sheryl Williams, and Peter Wosh. Also present were incoming Vice President/President-Elect Mark Greene, SAA Executive Director Nancy Beaumont, Publishing Director Teresa Brinati, Education Director Solveig DeSutter, Member and Technical Services Director Brian Doyle, and Jenifer Burlis-Freilich, who served as recorder. Council member Peter Gottlieb joined the meeting on Friday, May 5, at 8:30 am. Bruce Craig, executive director of the National Coalition for History, attended a portion of the meeting on Friday, May 5.

I.A. ADOPTION OF THE AGENDA

Paton presented proposed agenda changes, per an Executive Committee discussion on May 4. Eaton moved and Adkins seconded adoption of the agenda as amended. PASSED.

I.B. APPROVAL OF THE MINUTES

Adkins moved and Williams seconded approval of the January 2006 Council meeting minutes as amended. PASSED.

I.C. REVIEW OF THE JANUARY 2006 TO-DO LIST

Council members reviewed the items listed on the January 2006 To-Do List and provided updates on completed and incomplete items.

II. REPORTS

II.A. REPORT OF THE EXECUTIVE COMMITTEE

Paton reported on a number of items that the Executive Committee had discussed and approved on behalf of the Council since the January 2006 Council meeting:

NEDCC Grant Proposal for Statewide Disaster Planning: In mid-January the Committee unanimously approved the following motion:

MOVED THAT SAA endorse the “Statewide Disaster Planning” project outlined in a Northeast Document Conservation Center grant proposal to the Institute for Museum and Library Services, and

THAT SAA join as a partner in the project, agreeing to assist by providing advice and publicity to solicit input on the development of the products, to disseminate information about the finished products, and to consider the finished products as the basis for sessions at the Annual Meeting and for continuing education programs.

Request for Roundtable Approval: In early February, in response to a request to establish a Certification Roundtable, the Committee instructed Beaumont to share with the requestor information about the appointment of a Task Force on Sections and Roundtables, to let the requestor know of an informal moratorium on petitions pending the Task Force report, and to offer the group meeting space at DC 2006.

Ethics Complaint: In mid-February the Committee discussed possible responses to a request from an individual that an SAA member be censured for behavior that the complainant considered to be unethical. The full Council discussed this matter in a conference call on February 22 and final action was taken in the latter part of March.

Amicus Briefs: In mid-January and late February, the Committee voted to join in two amicus briefs, neither of which required SAA financial support. The Committee voted to join the first brief, Larry Berman v. Central Intelligence Agency, in January. Eaton abstained from this vote. The motion read as follows:

MOVED THAT the National Coalition for History join with other parties in the amicus brief titled Larry Berman v. Central Intelligence Agency, a case involving the question of whether two Presidential Daily briefs prepared by the CIA 40 and 37 years ago for President Johnson should be subject to a blanket exemption from disclosure under the Freedom of Information Act regardless of the contents of those briefs.

Support Statement: The amicus deals with a fundamental threat to the National Archives' ability to serve as a bulwark of democracy by preserving and making accessible to the citizens of the nation the key documentation of our national government.  This case is consistent with past SAA statements in support of the openness of federal records.

The second brief, Hebrew Academy of San Francisco et al vs. Richard N. Goldman, et al., addresses whether claims of defamation relating to oral histories are adjudicated under the single publication rule or the delayed discovery rule.  The brief supports the use of the single publication rule as the standard. On February 28, the Committee voted unanimously to join in this brief:

MOVED THAT SAA join the amicus brief proposed by Horvitz & Levy in the case of Hebrew Academy of San Francisco et al vs. Richard N. Goldman et al.

Support Statement:   Establishing that an oral history made available in an archives meets the level of public notice necessary to ensure that the materials are subject to the single publication rule will reduce the liability of archives.  Although statements in an oral history may be libelous, with the result that the archives may be at risk of litigation, ensuring that there is a reasonable statute of limitations based on single publication reduces the amount of time archives are subject to that liability.

NHPRC and PAHR Funding: In early March the Committee voted to join with the Council of State Archivists (CoSA) and the National Association of Government Archives and Records Administrators ( NAGARA) in a joint statement on the National Historical Publications and Records Commission (NHPRC) that supports restoration of funding for the Commission and that encourages a portion of money restored to the Commission to be used to fund the establishment of the “Partnership for the American Historical Record” (PAHR), a new initiative that would provide state-based formula grants directed to activities such as emergency preparedness. The statement advocated for $20 million in total funding, divided in an approximately equal fashion between NHPRC and PAHR. Pearce-Moses, Adkins, and Paton voted in favor, Eaton abstained, six Council members registered support, and no Council members registered objections.

Orphan Works: In early March, the Committee, with support from the full Council, unanimously approved the following motion regarding testimony on orphan works:

MOVED THAT SAA add its name to the "Statement of Maria Pallante-Hyun, Associate General Counsel and Director of Licensing, The Solomon R. Guggenheim Foundation (Guggenheim Museum) [to the] Subcommittee on Courts, the Internet, and Intellectual Property, Committee on the Judiciary, U.S. House of Representatives, March 8, 2006, Re: Orphan Works."

Support Statement: Many archives have substantial holdings that are protected by copyright, but the owner of copyright is either unknown or cannot be located after a reasonable, good faith effort.  Making these materials accessible to the public through the Internet places an archives at risk of violating copyright.  The revisions to the copyright law described in the support statement that would limit potential damages for the publication of copyrighted works would allow archives to make their collections of cultural heritage more widely and more readily available for the greater good of the public.

The testimony is available at http://judiciary.house.gov/oversight.aspx?ID=221

Statement of Principle Regarding Open Records: In mid-March the Committee discussed via e-mail a request relating to access to records of the El Salvador and Guatemala truth commissions, and agreed to take to the Council for discussion the suggestion that the Society develop and adopt a more general formal statement about the importance of access to records for purposes of accountability.

Response to Smithsonian Contract with Showtime: In mid-April, the Committee discussed Primer's findings upon researching the Smithsonian/Showtime contract, and agreed to send a letter about the matter to the editor of the Washington Post. The Committee also agreed not to sign on to a letter prepared by a consortium led by the Center for American Progress. These decisions were informed by email discussion by Council members; a formal Council vote was not taken.

Reaction and Public Statement on NARA Reclassification Project: On April 17, the Committee voted to send a letter to Archivist of the United States Allen Weinstein commenting on recent reports relating to the NARA reclassification project, outlining key principles regarding public access to records, and commending Weinstein on his response to the situation. The letter was sent to Weinstein and was posted to the Archives and Archivists Listserv on April 18. Pearce-Moses, Adkins, and Paton voted in favor, Eaton abstained, five Council members registered support for the action, Council member Felker abstained, and no Council members registered objections.

Other Discussions: Pearce-Moses shared with the Committee, as a courtesy prior to sending the document to the full Council, the draft constitutional amendment regarding Fellows membership. The Committee received a question about, but did not take action on, Section 1026 of the National Intelligence Reform Act of 2004, which sets minimum standards for birth certificates and also sets a federal standard for closure.

II.B. PRESIDENT’S REPORT

Pearce-Moses reported on a wide variety of items:

Planning for DC 2006, the Joint Annual Meeting of SAA, NAGARA, and CoSA.

Development of materials for SAA’s MayDay project and promotion of the project at various meetings, including the Arizona Convocation, the Section 108 Roundtable, ECURE, and other meetings that he has attended.

Copyright: SAA signed on to testimony developed by the Association of Research Libraries (ARL) addressing problems of orphan works. Congress is currently receptive to efforts to reform copyright law in a way that would protect libraries and archives that make orphan works accessible online. In addition, he worked with SAA’s Intellectual Property Working Group to develop a position on possible revisions to 17 USC 108, which grants libraries and archives an exemption from copyright so that they may reproduce holdings for preservation purposes and provide public access to those reproductions. He represented SAA at a public roundtable in Los Angeles to discuss this issue. The IPWG is developing written testimony to submit to the Copyright Office; the Council will have the opportunity to sign off on this testimony. The ARL has asked Pearce-Moses to assist in developing a white paper on the copyright implications of libraries and archives harvesting websites.

“Digital Preservation in State Government: Best Practices Exchange”: Pearce-Moses made closing remarks at this conference in North Carolina that included librarians and archivists.

Efforts to Restore Funding to NHPRC and Establish PAHR: Pearce-Moses provided a brief history of the development of collaborative messages regarding PAHR and restoration of NHPRC funding.

NCH Strategic Plan: At the request of the National Coalition for History (NCH), Pearce-Moses solicited input from the SAA Council and other archives organizations on the draft NCH strategic plan, and provided those ideas in a consolidated response to NCH.

Conference on Protocols for Native American Archival Materials: In April, he attended a meeting of tribal archivists hosted by Karen Underhill, Director of Special Collections at Northern Arizona University’s Cline Library. Participants discussed the possibility of developing a North American equivalent of the Aboriginal and Torres Strait Islander Protocols (see http://www.cdu.edu.au/library/ protocol.html). The ATSI Protocols provide libraries, archives, and museums with guidelines for handling materials with respect for cultural property rights. The protocols are voluntary. A key principle underlying the North American protocols is that Native Americans are sovereign nations. Their sovereign status is the basis of their right to control their cultural property. Further, their sovereignty distinguishes them from cultural, ethnic, racial, religious, or other groups. The group decided to develop Protocols for Native American Archival Materials targeted to non-tribal institutions holding tribal materials. Underhill and Willow Powers will synthesize conference notes and develop draft protocols for review by the group.

New Skills for the Digital Era Colloquium: Pearce-Moses has spent considerable time developing the colloquium, which will be held May 31 to June 2 at the National Archives in Washington, DC. More than 20 proposals for case studies were received, and 11 will be presented at the colloquium. SAA will publish the conference proceedings, which Pearce-Moses and Susan Davis plan to have completed by early fall 2006.

ICA Babel Project and the SAA Glossary: Pearce-Moses noted that, as author of SAA’s Glossary, he will be attending a meeting to discuss the International Council on Archives’ ( ICA) Babel Project, which is to develop a multinational, multilingual glossary. ICA has expressed interest in incorporating and integrating portions of SAA’s glossary.

II.C. VICE PRESIDENT’S REPORT

Adkins reported on several items:

Appointments Process: With the assistance of Appointments Committee members Thomas Battle and John Fleckner, she has made significant progress on appointments for 2006-2007. She noted that the process of finding interested and motivated individuals to fill each appointed post has been significantly facilitated through the self-nomination form that Pearce-Moses initiated in 2005-2006 and that she has continued. As a result of that process, 103 individuals applied to fill 63 vacancies. She expressed her concern that so many willing volunteers have been turned down, and is interested in finding ways to keep the relatively new SAA members engaged and involved. She intends to contact each individual who was not selected to serve, and has asked Beaumont to schedule “office hours” for her in the DC 2006 Exhibit Hall in order to be available to meet with anyone who may have questions or concerns.

Program Committee: She has asked 2007 Program Committee co-chairs Becky Haglund Tousey and Danna Bell-Russel to prepare an article for the July/August 2006 issue of Archival Outlook, describing the process they will use to evaluate and rank session proposals.

Development Committee: She reported on the progress of the Development Committee in laying the groundwork for Council discussion of fundraising and governance. The full Development Committee report carries with it several recommendations.

Japan-U.S. Friendship Commission Grant Application: She updated the group about ongoing discussions with Trudy Huskamp Peterson and others to complete a grant application to sponsor a joint Japanese-American conference on access to archives in Japan and the U.S. The proposed conference would take place in Japan in May 2007, and the grant would support attendance by four American archivists. The grant application will be submitted in July; notification should occur within six weeks of the submission. If the grant application and conference are successful, it is likely to be followed up with a grant application that will bring Japanese participants to the U.S. for a follow-up conference.

Student Chapter/Student Class Visits: Since January 1, she has participated in events involving SAA student chapters or student members at the University of Michigan, Wayne State University, and New York University.

ASAE Symposium for Chief Elected Officers and Chief Staff Officers: In early April, Adkins and Beaumont attended a two-day leadership symposium sponsored by the American Society of Association Executives for chief elected and chief staff officers. The symposium provided a nice overview of governance expectations for associations, with four primary discussion threads:

• The special nature of voluntary organizations;
• The partnership of the chief elected and chief staff officers;
• The partnership with the board (i.e., Council); and
• The partnership with the members.

She noted that she had found the discussion to be a very helpful overview, and proposed that a briefer overview of the concepts might be covered during a future Council meeting in order to assist Council members in shifting their energies from details that might be delegated elsewhere to strategy and policy that should be core to their discussions.

II.D. TREASURER’S REPORT

Eaton presented a financial review for July 1, 2005, to March 31, 2006, noting that SAA’s education and publishing operations continue to provide significant benefit to registrants and purchasers, resulting in a positive financial situation for the Society. It is likely that SAA will realize a net gain at year end FY06.

II.E. STAFF REPORTS

1. Executive Director: Beaumont’s written report provided updates on member communication, advocacy efforts, governance matters, headquarters operations, and the status of three grants that SAA is administering.

2. Membership: Doyle’s written report provided an update on membership statistics, including growth rates by dues class. SAA’s total membership grew by 8.88% from March 2005 to March 2006.

3. Education: DeSutter’s written report provided an update on the status of 2005-2006 education programs, noting that 58 programs have been scheduled year to date, compared with a budget of 48. As of mid-April, 36 programs have provided learning experiences for 852 attendees. Six new program topics were introduced in 2005-2006, and 13 new program co-sponsors have been secured. Work is underway to enhance SAA’s web seminar offerings with a new series on disaster preparedness. Included in the report was a table noting the dates, locations, and attendance for each seminar/workshop.

4. Publications: Brinati’s written report included an update on the status of 2005-2006 publishing projects, including the fact(s) that SAA filled 2,333 orders between July 1, 2005, and April 28, 2006, representing 9,903 books and more than $364,000 in revenue. She reviewed the current status of the American Archivist (whose Editorial Board had met in March) and Archival Outlook.

5. Annual Meeting: Beaumont’s written report provided an update on the status of planning for the 2006 Joint Annual Meeting of NAGARA, CoSA, and SAA. She noted that the preliminary program went “live” on the conference website on April 3 and was sent via bulk mail to all members of the three organizations on April 18. She has participated in monthly conference calls with the NAGARA board of directors in order to inform that group of the progress of the meeting.

6. AMS Project: Doyle’s written report provided an update on the status of review and selection of a new association management software system. Following interviews with respondents to a detailed request for proposal, demonstrations in which all staff members participated, and staff discussions with a paid expert consultant, the staff has selected Impact Solutions’ MemberMax as the preferred solution. Database clean-up will begin in May; implementation of the system is slated to begin on September 1.

OTHER REPORTS

II.F. Diversity Committee

Diversity Committee Liaison Kathi Neal noted that the committee has been in a holding pattern due to some resignations, but that Thomas Battle has agreed to chair the group for 2006-2009. She has been in touch with Battle about completing a Council assignment to recommend the type of demographic information that should be collected with membership renewal. In addition, she noted that the committee has investigated establishing an award for diversity.

II.G. SSA-SAA Emergency Disaster Assistance Fund

Summers (SAA’s representative on the SSA-SAA EDA Grant Committee) and Shelley Henly Kelly (Society of Southwest Archivists president and chair of the Grant Committee) provided a written report on the status of the fundraising and granting aspects of this project. As of March 31, a total of $34,787 has been donated to the fund. As of March 31, the EDA Fund has disbursed funds to the following organizations: New Orleans Notarial Archives; Louisiana State Museum; Newcomb Archives at Tulane; Washington Area Museum Foundation; Tyrrell Historical Library, Beaumont, Texas; Earl Long, Library, University of New Orleans; Sisters of St. Joseph of Medaille, New Orleans; Archives of the Archdiocese of New Orleans; Archives of the Dominican Sisters, Cabra; Sisters Servants of Mary, New Orleans; Jackson Barracks Military Library; Amistad Research Center; City Park Archives, New Orleans; and Backstreet Cultural Museum, New Orleans.

The meeting was adjourned for the evening at 8:25 pm. It was convened again on Friday, May 5, at 8:30 am. Peter Gottlieb joined the group for the remaining sessions.

II.H. American Archivist Editor

Council members reviewed a report by newly appointed editor Mary Jo Pugh that provided an update on the status of the Spring/Summer and Fall/Winter 2006 issues and summarized discussions of the Editorial Board at its March 2006 meeting. Those discussions included the following topics: appointment process for new board members; review process; prospecting for new content; American Archivist Online; inclusion of the journal in online indexing and abstracting services; public relations and outreach; plans for journal functions at DC 2006; and development of a member/subscriber survey.

II.I. Task Force on Publications Editor

Task Force Chair Peter Wosh summarized the work to date of the task force appointed to consider appropriate structures and directions for the Society’s non-serial publishing program. Task force members are Wosh, Publications Board Chair Dennis Meissner, Megan Sniffin-Marinoff, Beaumont, and Brinati. A final report with recommendations will be presented at the August 2006 Council meeting.

II.J. Task Force on Sections/Roundtables

Task Force Chair Mark Duffy summarized the work to date of the task force appointed to examine the definitions, functions, and purposes of sections and roundtables. Task force members are: Duffy, Gottlieb, Rosemary Pleva Flynn, Bill Landis, and Paul Lasewicz. A final report with recommendations will be presented at the August 2006 Council meeting.

II.K. Other Reports from Council Members

Williams reported that she had made a presentation the previous week at the Midwest Archives Conference, along with ARMA International representatives, on SAA’s strategic goals and plans.

Neal noted that she had made a presentation on the A*CENSUS and SAA’s strategic priorities at a recent meeting of the Society of California Archivists meeting.

III. ACTION ITEMS

III. A. Membership Development Action Plan

The Membership Development Task Force met in March to review and update the three-year action plan developed by the task force in 2004.

MOTION

THAT the SAA Council adopt the Membership Development Action Plan for 2006-2008 as prepared by the Membership Development Task Force of the Membership Committee.

Support Statement: The proposed plan builds on activities that SAA has completed in the past three years, focuses efforts on the most likely target audiences, and appropriately distributes tasks among volunteers and staff members.

[Moved by Neal, seconded by Wosh] PASSED.

III.B. A&A List Hosting

MOTION

THAT SAA staff issue a call to recruit a new A&A List Coordinator, select a qualified candidate, and provide an annual stipend and necessary training in list administration.

Support Statement: A list coordinator is needed to execute tasks currently administered by Robert Schmidt.

Fiscal Impact: $1,500 annual stipend; $250-500 for online training (included in proposed FY07 budget).

[Moved by Williams, seconded by Eaton] PASSED.

Wosh proposed and Eaton seconded the following amendment to a motion proposed by Pearce-Moses:

MOTION (AS AMENDED)

THAT the SAA Council direct the SAA Archivist to appraise the long-term value of A&A list messages and establish a records retention schedule for the A&A list archives for Council review at its August 2006 meeting. [Underlined text is added.]

Support Statement: The A&A list “archives” date to 1993 and may constitute an important body of information. A Council-approved guideline will help to ensure proper administration of these records.

Fiscal Impact: None.

[Adoption of the amended motion was moved by Paton, seconded by Adkins] PASSED.

III.C. Archival Continuing Education (ACE) Guidelines

MOTION

That the SAA Council approve the draft Archival Continuing Education (ACE) Guidelines as interim guidelines to be published for member comment;

That the Committee on Education gather member comments via the SAA website and Archival Outlook by July 15, 2006; and

That the Committee on Education present final guidelines for Council approval at the August 2006 meeting of the Council.

Support Statement: The 2006 Committee on Education developed guidelines for archival continuing education that it believes are appropriate for the entire profession. The guidelines encourage opportunities for lifelong learning within the archival community. Following a comment period, the guidelines will serve as a general toolkit for providers and users of archival continuing education.

[Moved by Wosh, seconded by Gottlieb] PASSED.

III.D. Visual Materials/Preservation Sections’ Proposal for Guidelines for “Trusted Preservation Repository”

Council members reviewed a proposal from the chairs of the Visual Materials and Preservation sections that, in response to Heritage Health Index survey results, SAA develop and provide tools for institutional assessment of collections’ preservation and conservation capacity. Pearce-Moses agreed to contact the sections’ chairs to ask for elaboration of their proposal for Council consideration in August 2006.

III.E. Preliminary Discussion of Advocacy Efforts

Council members discussed SAA’s current advocacy efforts in preparation for a meeting with National Coalition for History Executive Director Bruce Craig.

DISCUSSION WITH NCH EXECUTIVE DIRECTOR BRUCE CRAIG

Bruce Craig, executive director of the National Coalition for History, joined the meeting from 10:00 to 11:00 am. He provided a brief review of NCH’s development, as well as comments about SAA’s role as a member of the NCH Policy Board.

III.F. SAA’s Approach to Advocacy

Council members discussed the ideas that Craig presented in terms of options for public advocacy and agreed to form a task force to examine options in more detail and recommend an appropriate approach to communication and structuring to support SAA’s advocacy efforts.

IV. STRATEGY SESSION 1

IV.A. Review/Discuss Desired Outcomes, Rank Activities

Council members reviewed each of the strategic issues statements as revised by work groups following member input and went through a ranking process to determine the three highest priority activities developed for consideration under each issue.

IV.A.1. Technology

Council members identified the following top three priority activities in response to the Technology issue:

1. Develop/identify standards, competencies, best practices in the area of technology as applied to archival functions.
2. Develop online community/ portal collaborative communication tools.
3. Develop and promote a Technology Summer Camp.

The following activity was selected by vote of the Council as the highest priority:

Develop/identify standards, competencies, best practices in the area of technology as applied to archival functions.

IV.A.2. Diversity

Council members identified the following top three priority activities in response to the Diversity issue:

1. Translate into Spanish existing brochures and other publications to serve as a “welcome mat” for Latino populations.
2. Develop a fact sheet that highlights current diversity–based efforts (and translate into Spanish)
3. Produce specialized promotional literature for college placement offices and fairs, targeted to HACU and HBCU populations; prepare translated materials.

The following activity was selected by vote of the Council as the highest priority:

Produce specialized promotional literature for college placement offices and fairs, targeted to HACU and HBCU populations; prepare translated materials.

IV.A.3. Public Awareness

Council members identified the following top three priority activities in response to the Public Awareness issue:

1. Task force to develop a simple, accurate, and compelling description of what an archivist does.
2. Launch American Archives Month in October 2006 in conjunction with other organizations’ celebration of Archives Week, including a public relations kit for use by archivists and repositories.
3. Continue support of the Partnership for the American Historical Record (PAHR).

The following activity was selected by vote of the Council as the highest priority:

Launch American Archives Month in October 2006 in conjunction with other organizations’ celebration of Archives Week, including a public relations kit for use by archivists and repositories.

IV.B. Discussion: Current SAA Role/Mission/Functions

Council members then convened a discussion about SAA’s current and projected role, mission, and functions within the archives community.

The meeting was adjourned for the day at 4:35 pm.

SATURDAY, MAY 6  

Pearce-Moses called the meeting to order at 8:35 am.

Two hours of the morning session were devoted to developing communication plans for the three highest-priority activities identified in the Strategic Planning Session on May 5. The group identified for each activity the key audiences whose thinking or behavior SAA wishes to influence; the key messages that are most likely to produce that thinking or behavior; and the key mediums that could most effectively deliver the message(s) to the audience(s).

VI. ACTION ITEMS

VI.A. Review/Approve Proposed FY07 Budget

Eaton provided a brief overview of the draft budget and Council members discussed proposed activities, the sustainability of revenue sources, staffing needs, and expense line items.

MOTION

THAT the FY07 Proposed Budget be adopted, with income of $2,313,050, expenses of $2,312,050, and net revenue of $1,000.

Support Statement:

[Moved by Eaton, seconded by Paton] PASSED.

VI.B. Development Committee

Adkins gave an overview of the Development Committee report, noting that contributions to international recipients are made more complicated by recent government paperwork associated with ensuring that monies are not inadvertently contributed to terrorist organizations. Beaumont explained that we would need to comply with certain new government regulations and make that process part of our standard operating procedures.

MOTION

THAT the SAA Council approve the renaming and reconstituting of SAA's 501(c)3 Special Funds as the Society of American Archivists Foundation.

Support Statement: Any efforts to raise substantial funds for the foundation begin with its name. While the foundation’s name should convey a broad mission that will appeal to all potential donors, including those beyond SAA’s membership, it is also important that the fledgling foundation benefit from the “brand” that the Society of American Archivists brings with it, a brand that conveys permanence and that does not confuse. “Society of American Archivists Foundation” meets these criteria.

[Moved by Adkins, seconded by Felker] PASSED.

MOTION

THAT the SAA Council approve establishment of a foundation board of directors consisting of all members of the SAA Council.

Support Statement: It is important to recognize the separate nature of the foundation by establishing a board of directors for it. Although the structure of the board is certain to evolve over time, the most efficient way to get it started and to retain strong ties with SAA is to have the SAA Council serve as the foundation board of directors.

[Moved by Adkins, seconded by Gottlieb] PASSED.

MOTION

THAT the SAA Council approve $10,000 for the services of a consultant or consultants to assist with establishing the governance structure of the board and with development of initial fundraising tools. Funding for this activity is to be taken from the FY 2006 net gain.

Support Statement: SAA staff does not have the time to take on the work of establishing a foundation board and developing and implementing initial fundraising tools. The hiring of a consultant will ensure that the foundation will be launched early in FY 2007.

[Moved by Adkins, seconded by Neal] PASSED.

Gottlieb moved and Adkins seconded a motion to adjourn the SAA Council meeting. PASSED.

Adkins moved and Eaton seconded a motion to convene a meeting of the Society of American Archivists Foundation Board of Directors. PASSED.

In the interest of grouping all discussion of the Foundation and fundraising, the following agenda item was considered out of sequence.

VIII. MEETING OF THE SAA FOUNDATION BOARD OF DIRECTORS

MOTION

THAT the Foundation board of directors approve the following interim board structure: The officers of the Foundation board of directors are the chair, vice chair, and treasurer, who are elected by the board. The chair and vice chair may be the president and vice president of the SAA Council, but also may be elected from the general membership of the Foundation board, allowing the chair and vice chair to serve longer terms. The treasurer of SAA serves as treasurer of the Foundation. The SAA executive director serves also as executive director of the Foundation. The executive committee of the Foundation board consists of the chair, vice chair, the SAA treasurer, the SAA president (if not already serving as chair), the SAA vice president (if not already serving as vice chair), and the SAA executive director.

Support Statement: Linking the executive leadership of the SAA Council and the foundation board will ensure close coordination between the two bodies at the highest levels. Permitting the chair and vice chair of the board to be elected from the board membership will permit more longevity in those positions, strengthening the continuity in board leadership. The foundation may wish to consider appointment of three additional board members in the future.

[Moved by Eaton, seconded by Williams] PASSED.

MOTION

THAT the current SAA president and current SAA vice president serve as chair and vice chair of the SAA Foundation board of directors until such time as new bylaws are accepted for the Foundation.

Support Statement: This interim measure will ensure continuity as the Foundation’s bylaws and other documents are put in order.

[Moved by Williams, seconded by Summers] PASSED.

MOTION

THAT the Foundation board's executive committee work with SAA counsel to prepare a set of bylaws and to establish other governance structures and policies to ensure fiduciary accountability. Governing documents and structures should ensure that ultimate control over the direction and governance of the Foundation shall reside in the SAA Council.

Support Statement: Basic governing documents and policies need to be put into place to enable the Foundation to incorporate and to establish structures and rules to guide its fundraising activities. While the Foundation should have the option of bringing outside expertise into its decision making boards and committees, control of the Foundation should remain with the SAA Council.

[Moved by Adkins, seconded by Paton] PASSED.

MOTION

THAT the Foundation board approve the creation of a fundraising committee with the following members: SAA president, Foundation board chair, SAA executive director, and two individuals to be appointed by the board chair. If the SAA president and the chair is the same person, an additional individual will be appointed to the committee.

Support Statement: The annual fundraising letter sent by the SAA president is an existing SAA tradition as well as the only current regular fundraising activity. Given more attention, the annual letter could serve as a nucleus of more robust efforts to raise funds in a more sophisticated manner. Creation of a committee to lead this effort will provide the concentrated effort needed at this time and into the future.

[Moved by Adkins, seconded by Paton] PASSED.

MOTION

THAT the year-end solicitation from the SAA president/Foundation chair and other fundraising campaigns solicit donations based on the following giving levels:

Donor: Up to $100
Friend: $101-$250
Patron: $251-$500
Founder: $501 to $1,000
Philanthropist: $1,001 to $2,500
Visionary: $2,501 to $5,000
President's Circle: Greater than $5,000  

Support Statement: A proven strategy for increasing the average amount of a gift to a tax-exempt organization is to provide suggested levels of giving. Although past gifts to SAA have averaged less than $100, experience with the Emergency Disaster Assistance Fund indicates that SAA donors can and will give larger amounts if they feel the cause is compelling. It is prudent to provide a wide range of giving options that will provide ample opportunity for generous donations to the foundation.

[Moved by Adkins, seconded by Gottlieb] PASSED (with Felker and Pearce-Moses opposing).

MOTION

THAT the Foundation board approve the concept that donations of $50,000 or greater be recognized with a named fund or project. The Foundation board will reserve the right to approve the wording of such named gifts.

Support Statement: It is customary in development work to limit the privilege of naming to major donors. For the SAA Foundation, a donation of $50,000 or more would be significant enough to merit special recognition and the ability to name a fund or project would be an appropriate way to do so. It is important to retain control over the wording of named projects to avoid concerns about the Foundation's reputation.

[Moved by Adkins, seconded by Paton]

MOTION AS AMENDED

THAT the Foundation board approve the concept that donations of $50,000 or greater may be recognized, if desired by the donor, with a named fund or project. The Foundation board will reserve the right to approve the wording of such named gifts.

[Amendment proposed by Pearce-Moses, moved by Adkins, seconded by Paton] PASSED AS AMENDED (with Primer opposing).

MOTION

THAT the Foundation's executive committee establish as a priority in its planning to consult with the SAA Fellows Steering Committee, SAA staff, and a consultant to identify likely Foundation bequestors and champion the effort to create a planned giving campaign.

Support Statement: A planned giving campaign is likely to result in substantial future donations to the foundation. The SAA Fellows Steering Committee has repeatedly expressed an interest in assisting with the development of a planned giving campaign. Fellows Steering Committee members are likely to know good candidates to be approached regarding planned giving.

[Moved by Adkins, seconded by Paton] PASSED.

Primer moved and Gottlieb seconded a motion to adjourn the meeting of the Foundation Board of Directors. The motion passed and the Foundation meeting was adjourned at 3:15 pm.

Primer moved and Eaton seconded a motion to re-convene the meeting of the SAA Council. PASSED.

VI.C. Online Balloting

MOTION

THAT members be informed of a proposed revision to the SAA Bylaws that would allow elections to be conducted using online ballots. The Bylaws would be revised to read, “Ballots shall be mailed distributed to all individual members according to a method and schedule approved by Council”;

THAT members be encouraged to comment on these changes by sending a message to the Executive Director at SAA headquarters by mail or email; and

THAT members be given an opportunity to discuss the issue at the annual business meeting.

Support Statement: In order to ensure that members are able to receive ballots in a timely manner and to reduce costs of elections, the SAA Council is considering a change to the Bylaws to allow elections to be conducted online. The Council has not yet decided to conduct elections online, but seeks to have the flexibility to use this option. In making this motion, the Council indicated that elections would be conducted online only if a) the process is secure and reliable and b) members who do not wish to vote online would be able to vote using a paper ballot. Further, the Council indicated that it would implement online elections only after members had a chance to offer input on this decision. If, after listening to members’ input, the Council decides that it is in the best interest of the Society to implement online elections, a task force will be charged with developing policies and procedures and selecting software to ensure a secure, reliable online election.

[Moved by Adkins, seconded by Williams] PASSED.

VI.D. Council Handbook Revisions

Council members discussed draft motions proposed by Adkins to revise Council Handbook descriptions of the Appointments and Program committees. The group decided to postpone discussion of the motions until a future meeting.

Primer left the meeting at 4:00 pm.

VI.E. Council Awards

Council members discussed honoring a number of individuals with Council resolutions or the Council Exemplary Service Award. The Executive Committee was charged to craft the language of the awards and present that language to Council members for an online discussion and vote in time to honor the awardees at the 2006 Joint Annual Meeting.

VI.F. Election of Executive Committee Member

Peter Gottlieb was elected to represent Council members on the Executive Committee.

Aimee Felker and Mark Duffy will serve on the 2007 Nominating Committee.

VI.G. Additional Action Items

There were no additional action items for consideration at this time.

VII. Council / Executive Committee Roles, Decision Making, Communications

Council members had a lively discussion of the role of the Executive Committee in decision making and the flow of communication between the Executive Committee and the full Council between meetings. Duffy and Felker agreed to draft a document outlining procedures for information flow and online voting for Executive Committee review prior to the next Council meeting.

Williams moved and Gottlieb seconded a motion to adjourn. The motion passed, and the meeting was adjourned for the day at 4:30 pm.

SUNDAY, MAY 7

Pearce-Moses called the meeting to order at 8:20 am.

Council members briefly discussed follow-up items from the earlier sessions of the meeting. Topics included the merger of Research Libraries Group and OCLC; the NDIIPP initiative; the issue of reclassification of records at the National Archives and Records Administration (for which Eaton agreed to review the reclassification effort more thoroughly and provide information to Pearce-Moses about next steps); concern about a review session at NARA at which no there were no representatives of the wider archives community; advocacy representation in Washington; and appointment of a Government Affairs committee or working group and/or a Public Policy committee or working group.

IX. COUNCIL BUSINESS

IX.A. Internal Strategic Issues

Council members briefly revisited a number of procedural issues, including the extent to which Council members would like to be informed of, but not necessarily included in, every decision of the Executive Committee; the role of the Council representative to the Executive Committee; and the possibility of using certain tools (a “wiki” or SharePoint) to aid in Council communication.

IX.B. Liaison Assignments

Paton had prepared a motion for Council consideration that would create standard liaison groupings to which incoming Council members would be assigned for the duration of their terms in order to streamline the assignment process. The motion was discussed but not adopted.

IX.C. Additional Business or Strategic Planning Items

The Council considered the advice of legal counsel regarding development of guidelines for professional conduct and institutional best practices.  Council members questioned what the Committee on Ethics and Professional Conduct could create that would meet legal counsel’s recommendation and deferred consideration of CEPC’s charge to the November 2006 meeting.

IX.D. Conversation with Beaumont (Executive Session)

IX.E. Review of May 2006 To-Do List

Eaton reviewed with Council members the action items stemming from the meeting.

IX.F. Adjournment

Gottlieb moved and Williams seconded a motion to adjourn the meeting. The motion passed, and the meeting was adjourned at 11:25 am

Approved by the SAA Council on August 1, 2006.

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