Connecting governance with vision

The OCLC global cooperative organizes for worldwide, regional involvement

By George Needham, Vice President, OCLC Member Services

The next step to make OCLC a true global cooperative, with local connections and local touch, took place recently when OCLC adopted a new governance structure designed to extend participation in the cooperative to an increasing number of libraries and cultural heritage institutions around the world.

On May 20, the OCLC Members Council voted 59–12 to approve changes to the Articles of Incorporation and Code of Regulations that had been recommended by the Board of Trustees following a six-month governance study. The changes will transform the current Members Council into a Global Council that connects with Regional Councils around the world.

The new Global Council will replace the Members Council in a transition that is expected to take 12–18 months and will be coordinated between representatives of the 2008–2009 Members Council and the Board of Trustees. The new governance structure comprises: Members, Regional Councils, Global Council and Board of Trustees.

• Members. OCLC Members are those entities that meet a minimum threshold of engagement with OCLC as defined in the Membership and Governance Protocols. A more complete definition of membership will be developed as part of the transition process. The Members will participate in meetings of their respective Regional Councils.

• Regional Councils. The purpose of the Regional Councils is to strengthen the cooperative throughout the world and make it easier to participate in its governance. Members will convene at one or more Regional Council meetings on a regular basis to keep current on issues of vital and immediate interest to the OCLC cooperative. The Regional Councils will also elect Member Delegates who will attend the Annual Global Council Meetings.

• Global Council. The Global Council will be comprised of Member Delegates elected by the Regional Councils. The Global Council’s principal responsibilities are to elect six members of the Board of Trustees and ratify amendments to the Articles of Incorporation and Code of Regulations of OCLC. The Global Council will convene at least once a year at an Annual Global Council meeting, with location to be determined by the Council.

• Board of Trustees. Under the new structure, the Board will normally have 15 Trustees elected to a four-year term. To improve its flexibility, the size of the Board may vary from 13 to 17 members from time to time as determined by the Board. The Global Council will elect six Trustees, and the Board will elect the remaining Trustees. The President and CEO will continue to hold a voting seat on the Board. Normally, a majority of the Trustees will be members of the library or cultural heritage communities. The Board of Trustees performs all of the traditional fiduciary and constituency duties related to such governing bodies.

OCLC services and governance of the cooperative have always been intertwined. OCLC’s global growth and vision to connect the world’s libraries required an adjustment to its governance to ensure representation and participation by members around the world. These changes provide OCLC with a next-generation governance structure for the global cooperative.

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