INTRODUCTORY STATEMENT
ALICE functions as a service of the Association of Seventh-day Adventist Librarians (ASDAL) and reports to each annual meeting of ASDAL.
PURPOSE
ALICE exists for the benefit of Seventh-day Adventist institutional libraries which become Member Libraries of the Cooperative.
The primary purpose of ALICE is to provide Member Libraries with enhanced database access opportunities at reduced costs through collective efforts and resource sharing within the Cooperative.
This Agreement establishes guidelines for the governance of ALICE and describes a framework within which the Member Libraries can participate in specific Projects.
DEFINITIONS
"Member Libraries" are the signatories of this Agreement on its effective date, and such other Seventh-day Adventist institutional libraries as may be added pursuant to Section 5 of this Agreement.
"Project" is an undertaking of two or more Member Libraries as described in Section 6.
"Project Memorandum" is a document prepared consistent with Section 6 of this Agreement. It outlines the nature and goals of a particular Project.
"Project Libraries" are those Member Libraries which have evidenced their participation in a particular Project by executing its Project Memorandum.
ORGANIZATION
ALICE shall be governed by a Council composed of the directors or empowered representatives of Member Libraries.
Each Member Library shall have one vote, and the Council shall act upon a majority vote of its members, unless otherwise specified in this Agreement.
The Council shall meet at least annually, one of its meeting times being normally in conjunction with the annual conference of the Association of Seventh-day Adventist Librarians (ASDAL).
A quorum of two-thirds of North American Member Libraries shall be necessary to transact business. Member Libraries may establish proxy representation at Council meetings if they wish to do so.
The Council shall appoint and define the duties of an honorary Secretary/Treasurer, who shall be an ex-officio non-voting member of the Council, and its secretary.
The Member Library which employs the Secretary/Treasurer shall bear the normal and reasonable costs of that person's essential time involvement in the duties of Cooperative administration. All expenses such as postage, telephone, stationery, supplies and travel, shall be met from an annual budget approved by the Council, funded from the Cooperative's membership fees.
The Council may adopt and amend policies for the operation of ALICE, set fees for membership and services, establish committees, elect officers as may be necessary, and establish accounts in the name of the Cooperative.
The Council shall establish a Projects Management Committee, whose function it is to plan and implement Projects, negotiate with vendors, and prepare Project Memorandums.
MEMBERSHIP
Seventh-day Adventist institutional libraries which are signatories to this Agreement on or by its effective date shall become inaugural Member Libraries of ALICE.
Application for membership in ALICE may be made by any other Seventh-day Adventist institutional library that subscribes to the purpose of the Cooperative, and agrees to be bound by the terms and conditions of this Agreement.
Once an application is approved by Council, the required membership fees shall be paid to activate membership.
A Member Library may withdraw from ALICE by providing the Council with written notice of such intent not less than six (6) months in advance of the desired date of withdrawal.
A withdrawing Member Library agrees to pay, as liquidated damages and not as a penalty, amounts that may be incurred by withdrawing from particular Projects of the Cooperative.
PROJECTS
ALICE may undertake Projects for the benefit of two or more Member Libraries.
Member Libraries wishing to participate in a Project (its Project Libraries) shall notify the chair of the Projects Management Committee, which shall be responsible for preparing a Project Memorandum. The Project Memorandum outlines the nature and goals of the Project, along with any terms and conditions which may be deemed necessary.
Each Project Memorandum must be approved by the Council. No Project may be approved in which less than two Member Libraries wish to participate. Participation in any Project is limited to Member Libraries of ALICE.
Project Libraries shall share equitably in the benefits, expenses and liabilities of the Project.
Each Project Memorandum shall set forth the terms and conditions under which a Project Library may withdraw from the Project, and shall state the sums due and continuing liabilities, if any, to the other Project Libraries in the event of such withdrawal.
TERM OF AGREEMENT
The effective date of this Agreement shall be the date by which it is signed by all parties, and it shall remain in effect until termination in the manner described below.
Any modification or amendment to this Agreement shall be made by the unanimous vote of the Council, or by means of a written agreement signed by all parties to this Agreement.
Only a unanimous vote of the Council may terminate this Agreement.
In the event that ALICE ceases to exist, the Association of Seventh-day Adventist Librarians (ASDAL) shall have authority to preside over its dissolution, including dispersal of any assets and liabilities.