Oclc Online Computer Library Center Inc

“The board of trustees may designate three (3) or more trustees, including the chair of the board, to constitute an executive committee, which committee shall have and exercise the authority of the board of trustees in the management of the affairs of the corporation when the board of trustees is not in session.”

“Membership in oclc is open to any library or other memory institution that embraces the oclc values of collaboration and sharing. Institutions worldwide become members by contractually agreeing to contribute intellectual content or share resources. Members may include libraries, museums, archives, historical societies, or similar institutions. Oclc members in each of three worldwide regions organize into regional councils. Each regional council elects delegates to the oclc global council. This body consists of 48 member delegates and it articulates the various interests of the oclc members to the oclc board of trustees.”

“The oclc global council elects six members of the oclc board of trustees.”

“The oclc global council ratifies changes to the articles of incorporation or the code of regulations in order for the changes to take effect.”

“The 990 return and related schedules and filings (the "return") are prepared and reviewed internally by oclc finance staff in consultation with appropriate oclc personnel. The return is then reviewed by deloitte tax llp. Upon deloitte's review, the return is reviewed by appropriate oclc management personnel, such as the chief financial officer, general counsel, and controller. Upon management's approval, the return is provided electronically to the board of trustees. Upon board of trustee review, the return is signed by the chief financial officer and filed.”

“All employees are required to certify their knowledge of, and compliance with, the policy on an annual basis by signing a statement. If it is unclear if a conflict exists, the employee must contact the general counsel for clarification. In addition to the general policy for all employees, members of the oclc board of trustees and the strategic leadership team are required to answer more detailed questions in writing on an annual basis and all responses are reviewed by the audit committee of the oclc board of trustees.”

“For all executives, the personnel and compensation committee of the oclc board of trustees reviews the proposed compensation and an analysis of compensation in the marketplace for comparable positions prepared by an outside consultant. Once approved by the committee, the entire board of trustees meets in executive session to review and vote on the compensation packages. The committee and the full board consist only of individuals who do not have a conflict of interest with respect to setting the compensation for the executives. Written minutes of all board committees and board of trustee meetings are prepared. More information about oclc executive compensation can be found on the oclc website at the following link: http://www.oclc.org/en-us/about/finance/executive_compensation.html”

“The articles of incorporation and the annual audited financial statements are available on the oclc website. Http://www.oclc.org/en-us/membership/councils.html http://www.oclc.org/en-us/about/finance.html in addition, the annual report (including condensed financial statements) is provided to the directors of all members. The annual report is also available on the oclc website http://www.oclc.org/en-us/about/finance.html”

“Foreign currency translation -2,102,293. Unrealized gain post retirement plan -1,011,923. Income on investment in subsidiaries 1,035,190. Subpart f income included in part viii, line 3 -1,532,905.”

“Since 1979, the oclc board of trustees has determined that compensation for trustee service is appropriate in order to attract and retain the most qualified and able individuals, to promote economic diversity by providing an opportunity to contribute to the work of the board by those who might otherwise be unable to do so, and to provide tangible compensation for the considerable time and effort of trustees in support of oclc's mission. Because of the significant time commitment involved in board service, many trustees must limit consulting and other activities for which they would be compensated. Compensation will be provided to non-employee trustees, by action of the board, at levels consistent with those provided by other non-profit organizations that also compensate their board members/trustees (with market defined by data from 990 filings, supplemented by non-profit published survey data). Compensation levels are also reviewed from time to time by independent compensation consultants for benchmarking against other non-profit organizations. Board compensation consists of cash payments structured as a combination of retainers and meeting fees, with higher compensation amounts for chairs of the board and board committees reflecting the additional time requirements of these positions. From time to time, there may also be additional trustee compensation for special projects/assignments as determined by the board, depending on duration and additional time requirements. More information about oclc board compensation can be found on the oclc website at the following link: http://www.oclc.org/en-us/about/finance/compensation_q_and_a.html”