Pennsylvania Academic Library Consortium Inc.

“There is one class of members. The members of the corporation shall be the libraries that are able to contribute resources from their library's collections that are of interest and value to the membership.”

“The members shall have the power to elect and remove members of the board of directors and to alter, amend or repeal the bylaws.”

“The committee does not have the authority to act on behalf of the governing body. The committee makes recommendations to the governing body which are documented in the meeting minutes.”

“The entire board receives a copy of form 990 prior to filing. Form 990 is discussed at a board meeting and approved for filing.”

“Members of the board of directors may not use their relation to palci for personal gain. Full disclosure by a director of any potential conflict between his or her personal interest and the interests of palci is required by the standard of good faith. To ensure any conflict of interest, real or potential, on the part of any member of the palci board of directors is a matter of record, this statement will guide board members in reporting a conflict of interest. When any potental conflict of interest becomes relevant to any subject requiring action by the palci board of directors or any of its committees, the board member having the conflict will call it to the attention of the board of directors or committee, and will not vote on the subject on which he/she has a conflict of interest, will not use personal influence to effect the vote, and will nto be counted in the quorum needed to conduct the vote. If excluded from boting because of a conflict of interest, a board member will be required to state the nature of the conflict and may be requested to answer pertinent questions of other board members when that board member's knowledge of the subject will assist the board of directors or any of tis committees. The board of directors may request a board member being exlcuded from voting leave the meeting while the subject is debated and voted upon. The minutes of the meeting will reflect a disclosure was made; the board member who stated the conflict of interest did abstain from voting; and, in those cases where the quorum was not already established, the board member was not counted in determining the quorum. In addition, if any board member, who by reason of his or her insttutional affiliation or any other pertinent, personal or professional matter, anticipates certain issues in the future may be placed before the board of directors, which could place him or her in a position of conflict of interest, the board member will disclose such conflict in writing on a conflict of itnerest disclosure form.”

“The salary of the executive director shall be fixed by the board or by authority conferred by resolution of the board. The executive director may fix the salaries or other compensation of the remaining employees of the corporation or independent contractors consistent with the budget of the corporation. As a process - palci's personnel committee is charged with an annual performance review of the ed and following the completion of that review, offering recommendations to the board with regard to salaries and salary adjustments of the executive director. A committee consisting of at least three (3) directors, elected from the board, shall serve as the personnel committee. The vice president shall serve as chair of the personnel committee. The personnel committee shall conduct the annual performance review of the executive director and review the annual performance reviews of staff conducted by the executive director. The charge of the personnel committee is as follows: 1 conduct the annual review of the executive director 2 recommend compensation and benefits package for the executive director 3 advise the executive director on personnel issues including, but not limited to, staff compensation and benefits, and job descriptions 4 review the annual performance reviews of staff conducted by the executive director 5 recommend personnel structure, policies, and procedures to the board for approval a process of surveying other similar organizations and their corresponding executive director salaries was undertaken to determine whether the compensation package being offered was competitive and in-range with the rest of the market. This process occurred last in fall 2018.”

“The organization makes documents available to the public upon request.”