Case Study: The MetaArchive Cooperative Charter

Katherine SkinnerDistributed Digital Preservation WorkshopMay 31, 2007

Background: the process

Stage One: the promise Stage Two: the committee Stage Three: the draft Stage Four: the review Stage Five: the redrafting Stage Six: the rollout

Stage 1: The Promise

Consortium model to include: Proposed legal entity, if any (e.g., partnership, joint venture), Management structure of the consortium, Proposed membership (industry, non-profit, educational institutions,

small businesses), and Lead institution or organization responsible for the completion of the

consortium’s responsibilities under the cooperative agreement with the authority to commit the consortium.

Articles of Collaboration for this project to include: Definitive description of the roles and responsibilities of the

consortium’s members, Commitments of financial, personnel, facilities, and other resources, Milestone chart of project activities of the consortium, Accounting requirements, Subcontracting procedures, Disputes, term of the agreement, insurance and liability issues, Internal and external reporting requirements, Obligations of organizations withdrawing from the consortia, Allocation of data and intellectual and patent rights among the

consortia members, agreements, if any, to share existing technology and data,

Allocation of payments from the Library of Congress, and Cost sharing among consortium members.

Stage 1: The Promise

Two interrelated goals: 1. to define the mission and operating

principles, membership responsibilities, governance structure, and services and operations of the Cooperative, and

2. to formalize the relationships between member institutions.

Also—sought to develop generalized template

Stage 2: The Committee

Cooperative Agreement Analysis Plan Six-person committee named Researched existing models Produced outline:

Introduction, Partnership, Organization and Governance, Financial and Economic Stability

Produced first draft

Stage 3: The Draft

Drafted via wiki Reviewed at a Steering Committee

meeting Determined that it was a great

start, but that our purpose had shifted during its composition Formalizing arrangement for our group Formalizing arrangement for growth

Stage 4: The Review

Addition of two new voices: Dwayne Buttler at University of Louisville Jeffrey/Lorien at Kilpatrick and Stockton

Key Issues: “Partner” definition Liability and indemnification Non-compliance/Breach Exit strategies

Stage 5: The Redraft

Name Change: Cooperative Charter, not Cooperative Agreement; Membership Agreement instead of Memorandum of Understanding

Introduction: description of Cooperative, the network that it currently runs, the mission and operating principles, and target audience

Membership: eligibility, membership types, costs and fees associated with joining, benefits and responsibilities gained by joining

Organization and Governance: Cooperative, Committees, communications, annual meeting, withdrawal, and procedures for non-compliance and/or material breech

Services and Operations: description of network, recovery practices, network assistance, and security; staffing, outreach, and financial plan

Membership Agreement: definitions, specific roles, responsibilities, contractual term…this is the legal contract

Stage 6: The Roll-Out

March 2007 Under review at all member

institutions In your packets!

Lessons Learned

Template is unlikely—each Collaborative will need to wrestle with the details

Most valuable asset we gained—not the documents developed, but the decisions we made along the way