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SAA Foundation Board of Directors Meeting Minutes (5/28/10)

Society of American Archivists
COUNCIL MEETING MINUTES
May 26 – 28, 2010
SAA Headquarters
Chicago, Illinois

President Peter Gottlieb called the meeting to order at 8:15 am on Wednesday, May 26, 2010.  Present were Vice President/President-Elect Helen Tibbo; Treasurer Aimee Felker; Executive Committee Member Margery Sly; Council members Bruce Ambacher, Scott Cline, Thomas Frusciano, Thomas Hyry, Brenda Lawson, Deborra Richardson, Rosalye Settles, and Diane Vogt-O’Connor; and SAA Executive Director Nancy Beaumont; Publishing Director Teresa Brinati; Member and Technical Services Director Brian Doyle; Finance/ Administration Director Tom Jurczak; and Project Assistant René Mueller.  Dennis Meissner, who was elected to begin his Council term in August 2010, also attended the full meeting. 

I. COUNCIL BUSINESS

A.  Adoption of the Agenda 

There were no changes to the agenda, and the Council adopted it by consensus.

B.  February 2010 Minutes

The February 2010 Council meeting minutes were adopted by the Council in March 2010 and posted on the SAA website immediately.  SAA members were notified of availability of the minutes via In the Loop and the website.

C.  Review of February 2010 “To Do” List

Council members reviewed the items listed on the February 2010 “To-Do List” and provided updates on completed and pending action items.

II. STRATEGIC PLANNING

A. Review of Strategic Plan, Discussion of Advocacy/ Public Awareness Desired Outcomes, Measurable Activities, and Action Plans

Gottlieb reminded the group that since August 2009, the Executive Committee and the Council have revised the measurable activities for SAA’s Technology and Diversity strategic priorities to reflect their best judgments about what can be accomplished; the Council has redeveloped the Public Awareness/Advocacy outcomes and activities as the result of a facilitated planning session in February 2010; and the staff has developed action plans based on the revised activities. 
 
The Council discussed revisions to the target dates embedded in the plan, how best to communicate and contextualize the work represented by this evolving document, and what role component groups play in the implementation of various activities under each of the three priorities. The group decided that it is important that both future plans and completed tasks be included in the published strategic plan document, along with current efforts, to reflect the work being done, to demonstrate how the plan is constantly changing, and to sketch the blueprint for future work.  In addition, the Council reviewed the revised desired outcomes for Advocacy/ Public Awareness and discussed the merits of charging the Diversity Committee to take on the responsibility for Diversity Desired Outcome #1, developing a plan for expanding and enhancing the Mosaic Scholarship program, including the possibility of minority internships or fellowships. 

The “final” draft of the Strategic Plan for 2010 – 2014 will be published following the May 26 - 28, 2010, Council meeting, with an expectation that member input will be sought on an ongoing basis and the Council will continue to review and revise the plan over time.

B. Activities Associated with Strategic Priorities, FY 2006 – 2010 (Reference)

The document detailing activities associated with SAA’s strategic priorities from July 2005 to June 2010 was created so that the Council might measure (to the extent possible) progress toward addressing the three highest-priority issues. The Council discussed this document as an impressive resource that should be made available to members to demonstrate progress toward meeting the strategic goals.

III. ACTION ITEMS
           
A.  Proposed FY 2011 Budget

Felker and Jurczak provided an overview of the budget development process, now including review by the Finance Committee prior to Council consideration.  The staff prepared a draft based on activities outlined in the Strategic Plan and operational needs and trends, with an overall goal of achieving a balanced budget.  Given that the initial draft anticipated a deficit budget, the Council examined the draft and discussed “B List” items (i.e., those items that are not included in the draft budget but that warrant Council discussion and/or those items that the staff had hoped to include in the proposed budget but removed in order to achieve a workable bottom line).  Following an extensive discussion and a brief executive session, the Council directed the staff to find savings within expenses (principally travel) to resolve the budget deficit in a way that is least harmful to SAA.  The staff prepared revisions overnight on Tuesday, and on Wednesday the Council took up a motion to adopt the proposed FY 2011 budget.

MOTION 1

THAT the FY 2011 Proposed Budget of $2,421,521.00 in revenues, $2,420,942.87 in expenses, and a net gain of $578.13 be adopted.

Support Statement:  The FY 2011 budget represents a realistic and restrained work plan for the Society that places appropriate emphasis on maintaining operations at a sustainable level while addressing SAA’s strategic priorities.

Move: Vogt-O’Connor.  Second: Sly.  
PASSED (unanimous).

B.  Finance Committee: Mandated Periodic Review of SAA Dues 

In a written report, the Finance Committee recommended that 1) a dues increase, effective July 1, 2011, be brought forward to the SAA membership in August 2010; 2) SAA dues be adjusted upward every three years, effective July 1 of the third year, in an amount equal to the average annual percentage increase in the Consumer Price Index for the preceding three-year period; 3) the Council may suspend or reduce the triennial increase as economic factors warrant; and 4) the Council continue to task the Finance Committee with an annual review of dues and dues revenue to ensure the organization’s financial health.

The Finance Committee report noted that, “After careful consideration, the Committee has concluded that implementation of a dues increase, effective July 1, 2011, is critical to support to the ongoing financial stability of the organization, to reflect cost-of-business increases since the last dues change (in January 2008), to accommodate changes in nondues revenue streams (including publications, workshops, and annual meetings), to ensure a fair distribution of the dues burden among the various categories of membership, and to bring SAA into alignment with association best practices and recommendations.” The Council’s lengthy discussion of this recommendation included the impact of past dues increases, the size and implementation schedule for the proposed increase, the model used to calculate the increase amount, how members might react to a dues increase and how a dialogue with members might proceed.  Following a series of suggestions for revisions in the proposed dues structure, the Council agreed to bring a proposed dues increase forward to the membership at the 2010 Annual Membership Meeting. 

MOTION 2

THAT the SAA Council take to the general membership in August 2010 a proposal that, effective July 1, 2011, a graduated dues increase be phased in over a three-year period according to the following schedule:

Support Statement:  Implementation of a dues increase, effective July 1, 2011, is critical to support the ongoing financial stability of the organization, to reflect cost-of-business increases since the last dues change (in January 2008), to accommodate changes in nondues revenue streams (including publications, workshops, and annual meetings), to ensure a fair distribution of the dues burden among the various categories of membership, and to bring SAA into alignment with association best practices and recommendations. Further, the Finance Committee concurs with the 2006 Dues Task Force (consisting of then-Treasurer Ann Russell, immediate past Treasurer Fynnette Eaton, and then-seated Council member Sheryl Williams) that a periodic and modest dues increase is preferable to a less frequent but more significant dues increase. Awareness that a modest dues increase will occur enables members and SAA to budget accordingly and allows SAA to develop programs and balance operational costs with anticipated income. A planned increase also minimizes the risk of financial crisis and reactionary budgeting.

Fiscal Impact:  There is no material direct cost associated with implementing a dues increase.  Member attrition as a result of a dues increase cannot be predicted at this time.  The projected change in revenue based on the proposed model is an increase of $11,058 by the end of FY2012, $34,438 by the end of FY2013, and $62,367 by the end of FY2014.

Move (with amended amounts):  Ambacher.  Second:  Felker.
Yes:  Ambacher, Felker, Frusciano, Hyry, Lawson, Richardson, Settles, Sly, Tibbo, Vogt-O’Connor. 
Abstain:  Cline.
PASSED.

The Council then discussed but did not take up the Finance Committee recommendations that the Council propose to the membership an automatic triennial dues increase based on the Consumer Price Index, with an option to suspend or reduce the triennial increase as economic factors warrant.  Members suggested that such an approach would be “too prescriptive” for future Councils.

Finally, the Council agreed with the Finance Committee’s recommendation that the Committee should be assigned the explicit task of reviewing membership dues and dues revenue on an annual basis.

MOTION 3

THAT the duties and responsibilities of the Finance Committee be amended to include responsibility for an annual review of dues and dues revenue to ensure the organization’s long-term financial stability.

Support Statement:  Annual review of the association’s dues structure and dues revenue is critical to the efficient and effective management of the organization. 

Fiscal Impact:   None.

Move:  Lawson.  Second:  Richardson.
PASSED (unanimous).

C. Revision of “Guidelines for a Graduate Program in Archival Studies” 

Tibbo and Ambacher raised concerns about several aspects of the draft “Guidelines for a Graduate Program in Archival Studies,” as submitted by the Committee on Education.  In particular, they believed that the document did not adequately address digital archives.  The Council expressed its thanks to the Committee on Education for its revision work thus far and charged Tibbo and Ambacher to make additional revisions for review by the Council either before or during its August 2010 meeting.

D. Extension of DACS Working Group / Technical Subcommittee

Describing Archives: A Content Standard (DACS) was officially approved by the Society of American Archivists as an SAA standard in March 2005, following review by the Standards Committee, the Technical Subcommittee for Descriptive Standards, and the general archives community. A full review was to be completed by 2009. The DACS Working Group did not complete the required review in that time frame due both to time pressures on its members and their interest in seeing how DACS might interact with Resource Description and Access (RDA, whose implementation groups are the Library of Congress, the British Library, Library and Archives Canada, and the National Library of Canada). Currently reactivated as the DACS Technical Subcommittee, this group has yet to complete the initial steps of its extended charge. In discussing the report and recommendation for a new charge and timeline for the DACS Technical Subcommittee, the Council noted the outstanding service of the former DACS Working Group members, incorporated some minor language changes, and agreed to the proposed extension for preparation of a revised charge and time line.

MOTION 4

THAT the Vice President appoint a chair and as many members to the DACS Technical Subcommittee as are needed for full functionality;

THAT the DACS Technical Subcommittee have the short-term responsibility of 1) monitoring how Resource Description and Access (RDA) and DACS will interact, 2) pursuing further discussion related to the revision with the RDA implementation groups (The Library of Congress, the British Library, Library and Archives Canada, and the National Library of Australia), and 3) coordinating with interested professional groups and subgroups (possibly including, but not limited to, the American Library Association’s Committee on Cataloging: Description and Access [CC:DA], the ALA’s Committee on Machine-Readable Recording of Bibliographic Information [MARBI], and the International Council on Archives Committee on Descriptive Standards); and

THAT the DACS Technical Subcommittee work with the Standards Committee to draft recommendations for Council consideration in August 2010 for a new technical subcommittee charge and time line for review and maintenance of DACS.

Support Statement: Given the importance of DACS within the archives community and the fact that it is one of the few standards that SAA maintains, it is important to ensure that the Society has a technical subcommittee charged with the responsibility for monitoring and reviewing the standard and for maintaining full awareness of other developing standards that may have an impact on DACS, and that the review of DACS proceed based on an established time line.

Fiscal Impact: Nominal.  Once appointed, the DACS-TS may hold one or more conference calls to coordinate work and/or to discuss report recommendations.

Move:  Felker.  Second:  Frusciano.
PASSED (unanimous).

E.  Form Digital Archives Continuing Education Task Force

 The Committee on Education spent considerable time discussing the direction of the Society’s professional development initiatives, given the high priority within SAA’s strategic plan to “provide education and training to [SAA’s] members to ensure that they are aware of relevant standards and adopt appropriate practices for appraising, capturing, preserving, and providing access to electronic records.”  Although SAA currently addresses electronic records in 11 face-to-face workshops and three Web seminars, the Committee believed that the profession would benefit from a more systematic approach to meeting member needs in this area.  Fueled with information gained from three recent surveys (an all-member survey conducted to determine the need for training in appraising, capturing, preserving, and providing access to electronic records; a survey of all attendees of the Electronic Records Summer Camp [ERSC], and a Congressional Papers Roundtable survey measuring electronic records training needs among its members), the Committee recommended creation of a task force to assist in its efforts of developing a curriculum related to management of digital archives.

MOTION 5

THAT the Vice President appoint a Task Force on Digital Archives Continuing Education composed of three to five members with knowledge and expertise in appraisal, capture, preservation, and access to digital archives; in adult education; and in archival practice. The Task Force will develop a detailed workshop curriculum on digital archives, with a report to the Committee on Education at its February/March 2011 meeting for implementation by staff in FY 2012. 

Support Statement: Armed with knowledge of electronic records management, SAA’s current workshop content, and the results of surveys to determine member needs in this area, the task force would be in a good position to develop a detailed curriculum and plan for advancing SAA’s electronic records offerings.

Fiscal Impact:  $3,480 (currently reflected in FY 2011 budget, Program 105, Activity 2.b.) for one meeting of four members at SAA headquarters.

Move:  Lawson.  Second:  Frusciano.
PASSED (unanimous).

F.  Terms for Mosaic Scholarship Selection Committee

The Mosaic Scholarship Selection Committee was created by the SAA Council in August 2008. Several changes in the description of the Mosaic Scholarship Selection Committee would serve to normalize its size and terms with other committees and subcommittees and to simplify the appointments process, with no apparent downside. After a brief discussion about the size of the Committee and about how to include previous scholarship recipients, the Council agreed with the recommendation and included the appointment of one scholarship recipient to the Committee.

MOTION 6

THAT the description of the Mosaic Scholarship Selection Committee be revised as follows:  [strikethrough = deletion, underline = addition]

I. Purpose

The Mosaic Scholarship Selection Committee is responsible for selecting scholarship recipients based on criteria developed and adopted by the SAA Council.

II. Committee Selection, Size, and Length of Terms:

The Mosaic Scholarship Selection Committee consists of five six SAA members, each of whom serves for one year, two appointed by the vice president each year for staggered three-year terms.  One member of the Committee shall be a previous Mosaic Scholarship recipient.  The chair is appointed annually by the SAA vice president from among third-year members.  The vice president’s appointments are made in consultation with the SAA Council and the chairs of the Diversity Committee, the Archivists and Archives of Color Roundtable, and the Archival Educators Roundtable.

Support Statement:  The revision ensures an appropriate level of continuity on the Selection Committee and makes the term consistent with service on other SAA scholarship and award committees and subcommittees.

Move:  Hyry.  Second:  Cline.
PASSED (unanimous).

G.  Reciprocal Membership / Registration Agreements with Related Organizations

The Visual Materials Section steering committee proposed that SAA “broker a reduced reciprocal membership agreement with [the American Library Association, the Visual Resources Association, the American Association of Museums], or other professional organizations that may be pertinent to SAA members, so that we can be in conversation with each other and understand each other’s viewpoints.”  Council members recognized the potential benefits of establishing such agreements, but expressed significant concerns about the structural and operational difficulties and administrative costs of implementation, especially under the Society’s current financial constraints.

H.  Modern Archives Institute Scholarships

SAA member James Cassedy proposed that, given that the Colonial Dames of America, Chapter III, Washington, DC, had discontinued support for a Modern Archives Institute (MAI) scholarship, SAA provide funding for two annual scholarships at a cost of approximately $2,500. The Council discussed potential funding sources (including the SAA operations budget and the Society of American Archivists Foundation) as well as the potential impact of a decision to support the MAI rather than such other institutes as the Western Archives Institute and the Georgia Archives Institute.  The Council chose not to take action on the recommendation.

I.  Ninety-Day Membership Grace Period (Constitutional Amendment) 

According to Article IV of the SAA Constitution, “membership in good standing shall cease when dues are ninety (90) days in arrears.” In the course of configuring the electronic voting system, staff discovered a discrepancy between a policy in SAA’s Constitution and long-standing administrative practice.  For at least the past 10 years, office procedure has been to cancel member status approximately one month after the dues expiration date. Members receive their first dues renewal notice via email 90 days prior to their expiration date.  Four additional notices are sent to members prior to cancellation, two by first-class mail and two by email. For the purpose of the 2009 and 2010 elections conducted via electronic vote, the 90-day grace period was honored.  Restoration of the 90-day grace period will be effective by July 1, 2010. Due to operational constraints, extending the grace period to 90 days from the current practice will result in an estimated annual increase in expenses of approximately $10,000.

Given the speed of communication enabled by modern technology, best practice within the association management community, and the advent of online credit card transactions, staff noted that a one-month grace period constitutes good policy and good stewardship of the Society’s resources. In addition, to the best of the staff’s knowledge, no member has contested the one-month grace period in the past ten or more years.

The Council discussed this agenda item at length.  Given that an amendment to the SAA Constitution would not change SAA practice from the members’ perspective, would align with association management best practice, and would result in a $10,000 savings, the Council agreed to propose a change in the membership grace period.

MOTION 7

THAT the following amendment to Section IV, “Dues,” of the SAA Constitution, be proposed at the August 14, 2010, Annual Membership Meeting:  [strikethrough = deletion, underline = addition]

A member shall be enrolled upon the first payment of dues and shall receive benefits during the period for which dues have been paid. All dues shall be payable in advance. Membership in good standing shall cease when dues are ninety (90) twenty-eight (28) days in arrears. Changes in membership dues shall be determined by a majority vote of those members present and voting at the annual business meeting of the Society.

Support Statement: Currently members receive their first dues renewal notice via email 90 days prior to their expiration date.  Four additional notices are sent to members prior to cancellation, two by first-class mail and two by email.  In staff’s professional opinion, these procedures provide necessary and adequate notice for member retention purposes. Given the speed of communication enabled by modern technology, as well as the advent of online credit card transactions, a one-month grace period—defined specifically as 28 days in order to accommodate February—constitutes good policy and good stewardship of SAA’s resources. No member has contested the operational one-month grace period in the past ten or more years.

Fiscal Impact: If approved, this amendment will save the Society approximately $10,000 per year in direct expenses for printing and mailing of Archival Outlook.

Move:  Sly.  Second:  Cline.
PASSED (unanimous).

J.  Revision of Council Handbook Name and Structure

In August 2009, the Council approved a comprehensive review of the Council Handbook (i.e., SAA’s Governance Manual). The launch of Drupal in April 2010 presented a practical need and an opportunity to resolve some of the issues outlined in the recommended approach. Obvious and immediate editing needs would be addressed most efficiently after modifying the organizational framework and in the course of content migration.

MOTION 8

THAT the Council Handbook be renamed “SAA Governance Manual.”

Support Statement:  The “governance manual” applies not only to the Council but to all SAA component groups. It contains the SAA Constitution and Bylaws as well as policies, procedures, and guidelines that are germane to the governance of the organization.

Fiscal Impact:  None.

MOTION 9

THAT taxonomies and/or indexes of the Council Handbook [Governance Manual] be considered supplemental materials that are not subject to Council approval; and

THAT the SAA staff devise and implement appropriate technical methods to enhance information retrieval within the Handbook [Manual].

Support Statement:  SAA’s content management system (i.e., Drupal) features tools to create taxonomies. This device has been implemented successfully (e.g., http://www2.archivists.org/gpas/curriculum/appraisal-acquisition) for portions of the Guidelines for a Graduate Program in Archival Studies (GPAS). These tools can and should be used by the staff to enhance information retrieval and to conform with technical best practices.

MOTION 10

THAT the following changes in the Council Handbook [Governance Manual] be adopted:

1.  Remove Appendix A, “SAA Staff & Membership Charts,” and incorporate this information into the site “Contact Us” form.

Support Statement: The staff directory is not a governing document, but rather a reference document that changes frequently. Maintaining this information in one location helps to ensure its accuracy.

2.  Remove Appendix D, “Major Guidelines and Standards Adopted by SAA,” and incorporate the following pages into a new “Professional Standards and Guidelines” section on the website:

• Describing Archives: A Content Standard
• Standards for Archival Description: A Handbook
• Archival and Special Collections Facilities:  Guidelines for Archivists, Librarians, Architects, and Engineers
• ALA-SAA Joint Statement on Access: Guidelines for Access to Original Research Materials
• Guidelines for Archival Continuing Education (ACE)
• Guidelines for College and University Archives
• Guidelines for the Evaluation of Archival Institutions
• Guidelines for a Graduate Program in Archival Studies (GPAS)
• Museum Archives Guidelines
• Orphan Works: Statement of Best Practic

Support Statement: These pages are not governing documents for the Society, but rather guidelines and statements on professional practice.

3.  Remove Appendix E, “Key Reports Sponsored by SAA,” and incorporate the content into the “Reports and Meeting Minutes” section of the website.

Support Statement: These are not governing documents for the Society.

4.  Remove the following appendices and incorporate the content into a revised “History of SAA” page and/or website section:

• Appendix F, “SAA Leadership History”
• Appendix G, “Annual Meetings”
• Appendix H, “SAA Fellows and Honorary Members”
• Appendix I, “Description and Brief History of SAA”

Support Statement: These pages are not governing documents for the Society.

5.  Remove Appendix J, “Major Position Statements.”

Support Statement: This reference already links – appropriately – to the “Position Statements and Resolutions” section of the website.

6.  Remove Appendix K, “A Code of Ethics for Archivists,” and incorporate the content into a new “Professional Standards and Guidelines” section on the website.

Support Statement: The Code of Ethics is not a governing document for the Society, but rather a set of standards and/or guidelines on professional practice.

Move Motions 8 – 10:  Sly.  Second:  Vogt-O’Connor.
PASSED (unanimous).

K.  Policies for Vendor Participation in SAA

The issue of vendor involvement in SAA activities has come up with what appears to be increasing frequency in recent years. At its February 2009 meeting, the Council agreed that it would be appropriate to develop an open and balanced policy addressing vendor interaction with the Society. Upon reviewing the many areas in which vendors intersect with SAA, the Council decided that the complexity of the issues would benefit from the work of a task force charged to consider all of the stakeholder groups and to draft a comprehensive policy for the Council's consideration.

THAT the Task Force present interim reports at the February and May 2011 Council meetings, and its final report and recommendations to the August 2011 Council meeting.

Support Statement: The Society should enter into an open discussion in order to develop a fair and even-handed policy that would allow the Society to address vendor participation in ways that benefit our members, the Society, and our industry partners.

Fiscal Impact:  Task Force meetings would be held largely via conference calls. Less than $1,000 should be available for accessing resources during the research phase.  The Task Force may require some SAA staff support.

Move:  Felker.  Second:  Ambacher.
Yes:  Ambacher, Cline, Felker, Frusciano, Lawson, Richardson, Settles, Sly, Tibbo, Vogt-O’Connor.
No:  Hyry.

PASSED.

L.  Council Exemplary Service Award(s) (Confidential)

Council members considered and adopted motions for three Council Exemplary Service awards.The Council took up a nomination for an honorary membership; the motion did not pass.

M.  Elect Executive Committee Member

By ballot of those Council members who do not serve as officers, Brenda Lawson was elected to serve on the Executive Committee in 2010-2011.  Tom Hyry and Rosalye Settles, also second-year Council members, will serve on the 2010-2011 SAA Nominating Committee.

N.  Other Action Items from Council Members: Draft Statement on Diversity

At its August 2009 meeting, the SAA Council adopted a revised Desired Outcome #4 for the Diversity Priority: “SAA will define diversity, develop new programs, and enhance existing programs that promote diversity as a value while fostering an organizational environment of inclusiveness.” At the February 2010 Council meeting, the Council began the process of developing a statement about what “achieving diversity” might mean, derived from the discussions among the Executive Committee, the SAA staff, the Diversity Committee, and Council members, and agreed to continue to refine the statement. A refined draft of the statement on what “achieving diversity” might mean that included feedback from targeted SAA groups was handed out to Council members at the meeting. The Council discussed the revisions and how the changes incorporated feedback on the initial draft, additional small changes that should be included, and the method and time line to be used for approaching the membership for comment. Discussions on the draft led to an extended discussion on diversity in SAA, on diversity the profession, and on how and when individuals enter the profession.

IV. DISCUSSION ITEMS
                     
A.  Task Force on SAA Values Statement

Created by the SAA Council in February 2009, the Task Force on Developing a Statement of Core Values for Archivists was charged to develop a “Core Values” statement with full consultation and participation by SAA members and other archives associations. Prior to distributing a draft statement for members’ and others’ feedback, the Task Force solicited reactions from Council members. The Council’s discussion reflected on how other professions approach “values statements,” the history of the debate about SAA’s Code of Ethics, and the potential role of a values statement as a complement to a code of ethics (i.e., voicing core beliefs that are not expected to change over time).  The Council suggested adding language to the draft on the importance of stewardship.  Staff was charged to consult with legal counsel about the role of a values statement in relation to a code of ethics. The next Task Force report was due to the Council in August 2010.

B.  Mosaic Scholarship Funding Options
In a verbal report, Tibbo described some of the options for federal or private support for this scholarship program, outlining ideas for an internship/mentoring program and outreach efforts that, in conjunction with the scholarship, could help bring more diversity into the archives profession and detailing specific grant challenges and potential solutions. Council members discussed which funding sources (both federal and private) might be most receptive to grant proposals.

C.  Scheduling of Committee Meetings During Annual Meeting 

In a written report, De Sutter (on behalf of the Committee on Education) expressed concerns about a decline in workshop revenues and cited several potential reasons for attendance at pre-conference workshops falling short of projections, including the scheduling of committee meetings on Tuesday of annual conference week. Council members acknowledged the increasing challenge of developing a schedule for a meeting that is continually growing in size, participation, and vibrancy, and emphasized that the current economy contributes significantly to this challenge.  Along with the rescheduling suggested in the report, Council members discussed other ways to bring attendance back up to capacity, including moving workshops from before the meeting to after the meeting, targeting the content of two-day and one-day workshops, and offering workshop scholarships. 

D. Joint Annual Meeting Schedule and Planning

In a verbal report, Gottlieb and Beaumont updated the Council on planning for the plenary sessions (Archivist of the United States David Ferriero will be the keynote speaker on Thursday, August 12, and NPR and Fox News analyst Juan Williams will keynote the Friday, August 13, session) and noted that the All-Attendee Reception will be held at the National Museum of American History (with thanks to Deborra Richardson for conferring with her colleagues at NMAH to make the reception possible).

E. Formulating Minutes of Council Meetings

Ambacher posed for Council discussion the question of whether current procedures for developing the Council minutes are adequate or may require changes. In its ongoing efforts to be transparent and to provide as many resources to members as possible while still maintaining the ability to practice good governance, the Council decided to request a formal show of hands for each vote taken so that the staff can capture the votes of individual Council members.  This practice will take effect with the May 26-28, 2010 meeting.  Council members discussed the importance of protecting the privacy of others during executive session, how the minutes have been handled by other organizations historically, legal advice on the extent of meeting documentation, and the desire to capture sufficient information in the minutes to ensure that they are meaningful to the general reader.

F.  Considerations Regarding Fellows Eligibility Requirements Decisions at February 2010 Council Meeting

At its February 2010 meeting, the Council reviewed and discussed inconsistencies regarding the benefits of institutional member primary contacts, specifically as they relate to eligibility to be nominated as an SAA Fellow.  The Council approved a motion to propose to the membership, for consideration at the August 14, 2010 Annual Membership Meeting, an SAA constitutional amendment that would allow primary contacts of institutional members to be nominated as Fellows.  In order to inform and help prepare supporting materials for the Annual Membership Meeting, staff reviewed the history of the issue and discovered a number of contradictory considerations that were identified and expressed by past leaders.  The Council discussed these considerations and determined that the major premise for its previous decision was that if primary contacts are permitted to hold office, they should be eligible for Fellowship.  Council members then discussed two questions:  1) is the eligibility of primary contacts to hold office appropriate and 2) is the eligibility of primary contacts to hold office the foremost and/or exclusive reason for recommending extension of Fellowship eligibility to primary contacts? Based on its discussion of these two issues, the Council voted to rescind Motion 18 from the February 2010 meeting and asked staff to do further research on a variety of questions related to SAA’s institutional membership categories, with a report to the August 9, 2010 Council meeting.

MOTION 12

THAT the following motion (Motion 18), adopted by the Council at its February 2010 meeting, be rescinded:

THAT the SAA Council propose to the membership, for consideration at the August 16, 2010, Annual Membership Meeting, an amendment to the SAA Constitution reflecting the following:

Primary contacts of SAA institutional members are eligible to be nominated as Fellows.  As with individual members, primary contacts must have been so designated for seven years immediately prior to their nomination in order to be eligible.  A combination of seven years as an individual member or primary contact will be acceptable to meet this requirement.

Support Statement:  The Council noted that the major premise for its previous decision was that if primary contacts are permitted to hold office, they should be eligible for Fellowship.  Based on its discussion of two issues – Is the eligibility of primary contacts to hold office appropriate?  Is the eligibility of primary contacts to hold office the foremost and/or exclusive reason for recommending extension of Fellowship eligibility to primary contacts? – the Council decided to rescind Motion 18 from February 2010 and asked staff to do further research on a variety of questions related to SAA’s institutional membership categories, with a report to the August 9, 2010, Council meeting.

Fiscal Impact:  None. 

Move:  Lawson.  Second:  Sly.
Yes:  Ambacher, Felker, Frusciano, Hyry, Lawson, Richardson, Settles, Sly, Tibbo. 
No:  Cline, Vogt-O’Connor.
PASSED.

G.  Executive Session (As Needed)

V. REPORTS

A.  Executive Committee 

Executive Committee member Margery Sly reported actions taken by the Executive Committee and by the Council between February 2010 and May 2010.  Actions included the following:

• The Executive Committee reviewed proposed Annual Meeting registration rates.
• The Executive Committee extended the Finance Committee’s dues review deadline from March 1 to March 31.
• The Executive Committee extended the deadline for award nominations, as the February 28 deadline fell on a Sunday.
• The Executive Committee reviewed and edited a draft letter, prepared by the Intellectual Property Working Group, to Intellectual Property Enforcement Coordinator Victoria A. Espinal, who requested public comment on the costs that IP infringement imposes on the U.S. economy, the threat to public health and safety posed by IP infringement, and recommendations for a U.S. government strategic plan for dealing with IP infringement.
• The Council adopted the minutes of the February 2010 Council meeting on March 23 via online vote.

B.  President 

In a written report, Gottlieb indicated that since the last Council meeting in February 2010, he had developed the framework for the advocacy/public relations strategic priority; concluded a new contract with Print and Electronic Publications Editor Peter Wosh; invited comments on  the draft statement on diversity from various SAA groups (Diversity Committee, Archives and Archivists of Color Roundtable, Lesbian and Gay Archives Roundtable, Native American Archives Roundtable, and Latin American and Caribbean Cultural Heritage Roundtable); held monthly telephone conferences with the presidents of CoSA and NAGARA; and maintained communications with Archivist of the United States David Ferriero. Gottlieb responded to questions from Council members, elaborating on conversations with Ferriero, NARA events at the Annual Meeting, and progress on American Archives Month in relation to the Council’s February 2010 strategic planning session.

C.  Vice President / President-Elect 

Tibbo’s written report indicated that her focus since February 2010 had been on making appointments for 2010-2011 and participating on the 75th Anniversary Task Force steering committee.

D.  Treasurer’s Report 

Felker presented a financial review of SAA’s performance through March 2010.  Although revenues for the nine months ending March 31 exceeded the budget, this favorable variance is the result of unrealized gains on investments.  Operationally, the Society had a net loss of slightly more than $81,000 as of the end of the third quarter, which is $74,900 behind budget, due largely to Membership, Publications, and Workshop revenues falling short of budget.  SAA faces significant challenges in the remaining months of the fiscal year and in FY 2011, despite the rebounding stock market.

E.  Staff Reports

1. Executive Director: Beaumont’s written report summarized work done to revise SAA’s strategic planning documents and develop action plans; continue implementation of the Drupal-based website; promote the availability of the Mosaic Scholarship; advocate for PAHR legislation and NHPRC reauthorization;  support the work of the Council, the Finance Committee, the Appointments Committee, and the 75th Anniversary Task Force; and draft the FY 2011 proposed budget, complete the transition of the SAA Special Funds to the SAA Foundation, and update the employee handbook.
2. Membership: Doyle’s report provided an analysis of SAA’s membership growth rates, comparing 2008 to 2009 and anticipating trends for 2010. The report also included the Membership Committee’s 2009 annual report. In discussing the distribution of members in each dues category and how that distribution has changed, Council members noted that the last six to nine months showed member growth and acknowledged the difficulty of arriving at an estimate of the universe of both archives students and archivists who may be prospects for membership.
3. Education: De Sutter’s report provided a year-to-date update on workshops (52 face-to-face programs with 943 attendees, 11 new program topics, 7 new co-sponsors) as well as plans for professional development offerings through Fall 2010.  Another new Web seminar on electronic records and disaster planning will be presented in June. De Sutter also staffed a Committee on Education meeting in February; prepared Council reports stemming from that meeting on “Guidelines for a Graduate Program in Archival Studies,” education revenue shortfalls, and various survey results; and worked with the Electronic Records Summer Camp developers/instructors and the Committee on Education to translate survey results into a decision to cancel the July 2010 summer camp and rethink the program content and delivery for future offerings. Council members discussed ideas for an “IT for archivists” workshop and other potential topics for inclusion in SAA’s offerings.
4. Publications: Brinati’s written report noted that book sales remain below budget for FY 2010, despite the availability on February 1 of Ritzenthaler’s Preserving Archives and Manuscripts. Elena Danielson’s The Ethical Archivist was in production and will be available at DC 2010, and two additional titles are in the copyediting stage.  In addition:  a draft of a grant proposal to plan for the next iteration of the Archival Fundamentals Series went through preliminary review by NHPRC; JSTOR launched American Archivist in March; a Delmas grant to support digitization of additional back issues of the journal was put to good use, as these issueswere posted on the MetaPress site for free access by SAA members (and the public!); and the periodicals redesign project began with In the Loop.
5. Annual Meeting: Beaumont’s written report summarized promotional efforts for ARCHIVES*RECORDS / DC2010 and updated the Council on the conference schedule, registrations, and exhibitor/sponsor support received to date.
6. SAA Website: Doyle provided a written update on the status of the Drupal implementation and of ongoing content migration from SAA’s old Web server.  In addition, the report included a list of potential “Phase 2” projects compiled with input from various component group leaders and staff. Implementation of these projects is contingent on SAA’s strategic and programmatic priorities and on the availability of resources.

F.  American Archivist Editor

In a written report, Editor Mary Jo Pugh summarized activities associated with The American Archivist from January to May, including: issuance of a call for proposals for articles to be included in a special 75th Anniversary issue of the Journal; conduct of a readership survey in April to which 530 responses were received by the May 4 deadline; the status of the Spring/Summer and Fall/Winter 2010 issues; progress made toward digitization of all back issues of the Journal; the prospect of launching an American Archivist Online Occasional Series in Fall 2011 with articles about SAA history first presented at the 2011 Annual Conference; the Australian Research Council ranking of the American Archivist (A rating); and the status of manuscript reviews. The Council briefly discussed the 75th anniversary track of the 2011 program and SAA’s contract with MetaPress.

G.  Editor, Print/Electronic Publications

Editor Peter Wosh provided a written summary of the Publications Board’s activities since February 2010, including development by a subgroup of a grant proposal to support a rethinking of the Archival Fundamentals Series in terms of rapidly changing archival content, the need to engage new and more diverse audiences, dramatic changes in the print and online publishing environment, and the need for a more transparent and innovative process in selecting authors.  In addition, he summarized progress on books scheduled to be available at or shortly after DC 2010 and on various manuscripts.

H.  2009-2010 Nominating Committee 

The Nominating Committee provided a brief written summary of the 2009-2010 slate of candidates, the online election process, and the election results.  All members were informed of the election outcome via In the Loop, the SAA website, and the May/June issue of Archival Outlook.  The online election process had no impact on the level of participation in the 2009 elections. Council members and staff discussed the timing of the election and the voter participation rate.
                       
I.   Cultural Property Working Group 

Working Group Chair Jeannette Bastian provided a written summary of the newly appointed group’s agenda for the August 2010 meeting, which includes defining issues, goals, and outcomes; alignment with other SAA groups; developing a communication plan; and anticipated projects.
                       
J.  Joint Task Force on Preserving the American Historical Record

Council Liaison Brenda Lawson provided a written update on the status of the Preserving the American Historical Record legislation, which was introduced in the House (H.R.  2256) on May 5, 2009, and in the Senate (S. 3227) on April 19, 2010.  Updates on the legislation are available via the SAA website, which is the primary location of PAHR information.  Task Force Chair Kathleen Roe’s tireless encouragement and information via conference calls and email messages has ensured that communication continues to flow to members of Congress and to organizations to keep the momentum going in favor of the bill.  Currently there are six co-sponsors in the Senate, more than 50 co-sponsors in the House, and 39 national, regional, and state organizations that have signed on with CoSA, NAGARA, and SAA in support of the legislation.

K.  75th Anniversary Task Force

In fulfilling its charge to develop an itemized activity plan and budget for inclusion in the draft FY 2011 budget and to commence planning for the 75th Anniversary in 2011, the Task Force has organized itself into six subcommittees with a steering committee to oversee its various proposed projects. The written report submitted by the Task Force co-chairs indicated the status of each of the following projects:  general outreach, oral history, timeline, card deck, journal special issue, Chicago 2011 Annual Meeting, and anniversary wiki/blog. Council members discussed the report, queried the staff about the budget, and suggested an expansion of outreach ideas to take advantage of the possibility of enhancing public awareness during the anniversary year.

L. Component Annual Reports (Late)

SAA component groups are required to submit an annual report each year in time for the Council’s winter meeting. This document compiles 2008-2009 component annual reports that were received after the materials deadline for the February 2010 Council meeting. Council members discussed items highlighted for the Council’s attention in each of the four reports submitted.
                       
M. Other Reports from Council Members / What Are You Hearing from Members?

No additional items were brought forward.
                
VI.  COUNCIL BUSINESS
           
A.  Review of  May 2010 “To Do” List
                       
Council members reviewed the draft list of action items stemming from the meeting.

B.  Review of May 2010 Talking Points
                       
Council members reviewed the draft “talking points” summarizing actions taken at the meeting.

C.  Adjournment
           
Move to adjourn:  Felker.  Second:  Sly.
PASSED (unanimous).

The meeting was adjourned at 10:30 a.m.

Society of American Archivists
FOUNDATION BOARD MEETING MINUTES
May 28, 2010
SAA Headquarters
Chicago, Illinois

President Peter Gottlieb called to order the meeting of the Society of American Archivists Foundation Board of Directors at 10:30 a.m. on Friday, May 28, 2010. Present were Vice President/President-Elect Helen Tibbo; Treasurer Aimee Felker; Executive Committee member Margery Sly; Board members Bruce Ambacher, Scott Cline, Tom Hyry, Brenda Lawson, Deborra Richardson, Rosalye Settles, and Diane Vogt-O’Connor; Executive Director Nancy Beaumont, SAA Publishing Director Teresa Brinati, SAA Education Director Solveig DeSutter, SAA Member and Technical Services Director Brian Doyle, SAA Finance/Administration Director Tom Jurczak, and Project Assistant René Mueller. Newly elected Board member Dennis Meissner (to be seated in August 2010) was also present.  Board member Tom Frusciano did not attend the meeting.

I.  BOARD BUSINESS
           
A.  Adoption of the Agenda 

No agenda items were submitted in advance of the meeting.  By consensus, the group agreed to address several discussion items.
                     
B.  Reference:  Past Actions 

A document summarizing past Special Funds/Foundation activities was provided by the staff for reference.
   
II.  ACTION ITEMS
           
No action items were presented.        
           
III.  DISCUSSION ITEMS
           
Mosaic Scholarship Funds

Board members noted that funding for two $5,000 scholarships was included in SAA’s FY 2011 budget.   As the Mosaic Scholarship program is developed, the Foundation must determine the best way to take on funding of the program.

Modern Archives Institute Scholarship

SAA Council agenda item III.H., the suggestion by SAA member James Cassedy that SAA support two annual scholarships to the Modern Archives Institute, was referred to the Foundation Board of Directors, as funding for the scholarships would most appropriately come from the Foundation.  Felker agreed to pass along to Cassedy the suggestion that he prepare a funding proposal for consideration by the Foundation Board.

Foundation Fund Balances

Board members reviewed that portion of SAA’s FY 2011 budget that reflected the Special Funds.  
                     
Re-composition of Foundation Board

The Board took up a discussion of various issues related to its composition, including legal requirements and restrictions, number of seats, the type(s) of experience that may be beneficial on the Board, and management considerations.  Staff was asked to prepare a report for the Board’s review and discussion on August 9 that outlines best practices for foundation boards.

Foundation Development Committee

The Board took up the matter of the role of the Foundation Development Committee in helping to advance the work of the Foundation, as well as a suggestion from the Council related to its discussion of the 75th Anniversary celebration in 2011.

MOTION

THAT the Foundation Development Committee be charged to develop a proposal for a fundraising campaign targeted to SAA’s 75th Anniversary in 2011, with a report to the Board at its August 9, 2010, meeting; and

THAT the Foundation Development Committee be charged to draft a comprehensive strategy and work plan for Foundation fundraising, with a report to the Board at its February 2011 meeting.

Support Statement:  With the transition of the SAA Special Funds to the SAA Foundation, it is especially important that fundraising plans – both for special events and long-term development – be explicit and coordinated.  The task of drafting such plans is most appropriately assigned to the Foundation Development Committee.

Fiscal Impact:  To be determined.

Move to adjourn:  Vogt-O’Connor.  Second:  Settles.
PASSED (unanimous).
The meeting was adjourned at 11:20 a.m.

Approved by the SAA Council on July 26, 2010.