CCCOER/Action Items for CCCOER Boards, Committees, Working Groups

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 * Governing Board: When shall the election be held? added to the issues list by Stephanie 11/30/10

Liza (1/7/11): At the moment we have two reasons to delay elections for a bit 1) We don't know who can vote because we have not updated our memberhsip lists        2) We are in transition and don't know what, exactly, the positions are. I hope everyone is willing to be patient for another month while CCCOER and OCWConsortium work out a proposal to present to the Interim Governing Board.


 * Governing Board: Consensus seems to be free-but-not-open list should remain on the CCCOER website. Confirm this.
 * Governing Board: When/how should we start accepting memberships on the new forms? When should we rescind the old forms? Can we run in parallel for awhile?

Liza (1/7/11): To run in parallel we have to have a second line for the first to be parallel to. I'm working with OCWC to set up     a proposed new process. I'm using LO*OP Center as a test-case member.


 * Governing Board: Many open items in the Transition Plan These issues may have become irrelevant in the development of the plan with the proposed partner:
 * Governing Board: all board members have voted to attempt to form a relationship with another organization. A draft Memorandum of Understanding was created December 3. The GB needs to ratify this MOU with or without modifications.

Liza (1/7/11): The basic message of the MOU is that CCCOER and OCWConsortium will try to work out the details that will make a merger acceptable to both organizations. Mary Lou (ED of OCWConsortium) and I are proceeding without waiting for ratification. We hope no members of either board are offended by our taking initiative. CCCOER's     Governing Board has already invested a lot of time and effort in describing how it would like to operate. I'm using this work as a basis for developing a "reconciliation plan" that OCWC can live with comfortably and cost-effectively. More news as soon as possible. If any of you would like to participate more actively in this process, please contact me. I don't think the full GB     needs to concern itself with the minutia of databases and dues collection.


 * Governing Board: Needs to decide on the criteria for negotiations with the financial/legal entity.

Liza (1/7/11): Would whoever posted this item please elaborate? Jacky 1/18/11: This is based on an email I sent to the Executive Committee Sunday, November 14, 2010 07:15 am. It included 11 possible talking points for the negotiations. It was CCd to Liza and was titled "Slightly premature..."

Liza (1/9/11): Here is my update on Jacky's 11 talking points. Please add your comments.

1. Acceptance - The OCWConsortium Board has agreed in principle to accept CCCOER. To           get the process started I have filled out the OCW application for CCCOER to become an affiliated OCWC Consortium. It is my understanding that CCCOER will want to have affiliated Consortium status regardless of the other arrangements we have with OCWC.

2. Fees - Mary Lou and I are working on a matrix that will describe how CCCOER membership dues would be allocated to OCWC and CCCOER. In most cases, $50 of our fee would go to OCWC and the applicant would become a member of both organizations. (Our lowest dues are $90 so           $40 of the payment would go into a separate fund reserved for CCCOER.) Any organization that joins OCWC using OCWC's membership application may specify CCCOER membership as well and a portion of their OCWC dues will go to us. When we have the matrix worked out Mary Lou and I will ask you-all to consider it for acceptance, modification or rejection. It's          complex because of the different dues structures. Also, OCWC's current $50 membership carries with it an obligation to contribute courseware within 2 years of joining. Before that period expires we expect to have changed the rules for OCWC. We do not expect all CCCOER members to meet that requirement although they are welcome to do so.

3. Bylaws and Membership Agreement - We can retain our "Bylaws" as operating principles but they will have no legal status as long as CCCOER has no legal status. If we go ahead with this process CCCOER will operate under the OCWC Bylaws. As an affiliated consortium CCCOER will have one OCWC vote for every 10 CCCOER members. This means we will have a way to influence the OCWC Board but not majority control. CCCOER will be able to nominate a candidate to the OCWC Board. Mary Lou and I are working on a Membership application that would be available from both the OCWC and the oerconsortium web sites. OCWC's membership agreement and acceptance process is much more complex than ours so there are still details to be worked out here.

4. Employees and Contractors - OCWC has no employees and, therefore, no employment taxes to deal with. It has no offices or office equipment. Most of the OCWC tasks are done by employees or contractors who work directly for member institutions and are seconded to OCWC. Mary Lou and I have discussed having me           remain a contractor for LO*OP Center, Inc., seconded to OCWC to run CCCOER. She is sending me her normal secondment contract so I can review it and report to you. We are also discussing what services OCWC normally provides to all of its affiliated consortia and what additional services CCCOER may want to arrange and pay for beyond the normal.

5. Staff sharing - I don't think this is an issue right now because our purposes and functions are so closely aligned. As we add personnel to staff funded projects in the future it would be wise to specify percentages of staff time that will be allocated to overhead or lent to sister organizations.

6. OCWConsortium oversight - If OCWC becomes our legal entity its Board has ultimate responsibility for all CCCOER's activities including all staff contracts. I foresee only two conditions under which we are likely to receive much notice from the OCWC Board: 1) If CCCOER gets big enough to be a significant contributor to OCWC's budget          2) If CCCOER fails to manage itself well and puts OCWC's nonprofit status in jeopardy. Assuming we are well run it is unlikely that OCWC's Board will pay much attention to us. However, since we are roughly the same size as OCWC at the moment we are likely to           have a big impact on Mary Lou's day-to-day operations.

7. Branding - I recommend that CCCOER continue to develop its separate brand just as           COT has done and as the other OCWC affiliated consortia do. 8. OCWConsortium's 501(c)(3) status - If OCWC becomes our "fiscal/legal agent" there is           no question of "citing" OCWC, agreeing "to provide information to OCW" or "competing            for the same grants". CCCOER will not be an entity that can receive grants or own any money. We will be a project of OCWC and must conform to all of their accounting and reporting requirements. OCWC's Board will be answerable to the funder, not ours. Our complete compliance and cooperation must be given or they can and should simply dissolve us. In          the unlikely event that friction develops between CCCOER and OCWC we could agree to           spin off CCCOER in the same way that we are now moving to spin off from FHDA.

9. Separate or joint membership - Mary Lou and I are now looking at all CCCOER members being OCWC members but not all OCWC members being CCCOER members. In other words CCCOER would be a subsidiary of OCWC and OCWC receives a portion of every CCCOER dues payment. If you would like us to consider a different arrangement, please say so          immediately.

10. Schedule - As you all know, organizations do not move rapidly and scheduling cannot be dictated. Most of the devil is in the details. Once Board members have received a detailed proposal, however, the devil sits on each of your shoulders. I urge each of you to contact me and each other outside of formal Board meetings to discuss your ideas and concerns on each of these 11 issues. If you wait for a full Board meeting to think about your position it is not likely we will have our new order in place by           March, 2011 as Jacky has requested. Also, please distinguish between "Program" matters, "Organizational Policy" matters, and "Daily Operations". My job, as Executive Director, is           to handle Daily Operations. Program should be handled by the Program Board which has not yet met although I think we are all anxious to move on to that. Organizational Policy is what we are working on now. If you are not sure in which of these three categories your concerns fall, please talk to me.

11. Progress by Feb. 28 CCCOER Quarterly Meeting - While we all wish to move our agreements with OCWC along as rapidly as possible it is important for us to take on board the idea that we are asking to become their project. This means we will be acting on their schedule, not our own. Our members will have to pass through OCWC's member acceptance process which, Mary Lou tells me, sometimes takes months. My personal opinion is that, since neither FHDA, CCCOER, nor our members are honoring the current, complex membership agreement at the moment, rescinding it          is not high priority. On Feb. 28 I would like to be able to tell our current, prospective and lapsed members that arrangements with OCWConsortium are proceeding apace and we          will let them know how to join soon. In the meantime, all our activities are open to nonmembers so they should not be inconvenienced.


 * Governing Board: Angela asked who will have signing authority if CCCOER has its own checking account. Related to this is whose name, address, and SSN will be used on the federal employer identification number (EIN) application form. Most banks require an EIN in order to open an account.

= Resolved Issue =
 * Governing Board: Needs to decide if current management and structure of the 1Q11 working group will continue until that meeting has been held.  --- Resolved; there was no dissent so Cable said that the current structure of the 1Q11 working group headed by Sharyn Fitzpatrick should continue.

= Action Items =


 * Financial Development Committee set policy for fees paid to CCCOER on grant-funded programs.
 * Financial Development Committee - move forward with cooperating with Nixty on a grant proposal for Gate NGLC with the condition that there be a contract.
 * Financial Development Committee - answer Tri-C's request for cooperation on a NGLC grant proposal.
 * Governing Board: Definition of OER in the Mission Statement
 * Governing Board: Add to the discussion of Geoff's questions on the November 8 meeting page.
 * Governing Board: Transfer of Intellectual Property from FHDA to independent CCCOER.
 * Governing Board: Meet December 9 at 10am PST or earlier; Geoff will set up the CCCConfer.
 * Governing Board: Address the issue that Liza mentioned: the last 7 items on the Transition chart are currently performed by staff but shown in the final phase as belonging to committees. Please see http://wikieducator.org/CCCOER/Transition
 * Communications: Governing board online communications: email, old Google Group, new Google Group, or other?
 * Communications: Calendar tool for CCCOER (The current calendar http://wikieducator.org/December_Events is tedious to update and does not have a remind-by-email function.) Randy and Geoff had planned to create a calendar as the fourth leg of the communications table. The other legs are this wiki, the oerconsortium website, and the CCCOER Google Group.

Liza (1/7/11): Geoff and Joanne, would you two share your thoughts on this?