Please note that these Guidelines use the terms “member,” “partner,” or any similar term informally throughout this document. All Member Repositories and Collection Partners are either independent and separate legal entities or are divisions or units of independent and separate legal entities. The relationship between Member Repositories and Collection Partners is collaborative only and is not one of partnership, joint venture, employment or agency for legal purposes. No Member Repository or Collections Partner is responsible for the actions of any other Member Repository or Collections Partner.

Mountain West Digital Library Repository Guidelines

Table of Contents

ARTICLE I – Purpose

The Mountain West Digital Library (“MWDL”) is an unincorporated, collaborative, membership-based digital repository formed by public and private institutions located chiefly in the Intermountain West, founded by the Utah Academic Library Consortium and presently hosted at the University of Utah’s J. Willard Marriott Library. Participating members of MWDL include research libraries, public libraries, school libraries, museums, historical societies, municipalities, counties, and state agencies across the region.

MWDL digital collections reside on digital asset-management system repositories at various locations around the region. Through consortia efforts across its distributed network, MWDL provides a publicly accessible digital-content research platform to researchers and digital support services to its members. MWDL aggregates and enhances descriptive metadata from all participating institutions into an open-access portal with powerful search features
(mwdl.org).

MWDL serves as a regional service hub of the Digital Public Library of America network (“DPLA”), providing the process for members’ digital content to be included in DPLA for public use via the national digital library portal
(Digital Public Library of America) and for coordination with DPLA policies, standards, tools, and services.

Section 1. Registration

MWDL is an unincorporated private entity, with officers appointed or selected by the participating members and operational management supported by one or more public educational institutions (“Host Institution”; see Article II Section 1). The activities of MWDL and these Repository Guidelines (“Guidelines”) are subject to the rules and policies of the Host Institution.

Contracts between MWDL and member institutions must meet the form and content required by the Host Institution. In case of conflicts between MWDL Guidelines and member-institution contracts, contracts take precedence.

Section 2. Powers and Authorities

MWDL as a consortium, its Director, Governing Body, sub-committees, and officers are bound by these Guidelines. MWDL may initiate and sign contracts for services with Participants (as defined in Article II Section 1). Institutions contributing content to MWDL are governed by the member agreements signed between the institution and MWDL (“Member Agreements”).

ARTICLE II – Membership

Section 1. Categories of Membership

Member institutions participate and hold standing in one of two categories of membership, defined below. Collectively, institutions of any standing in MWDL are referred to as “Participants”.

  • A. Member Repositories – Member Repositories’ digital collections reside on digital asset management system repositories which they host and maintain at various locations around the region. Institutions with standing as Member Repositories pay dues to MWDL in order to sustain its services. Member Repositories may host collections of Collections Partners (as defined below). The current list of Member Repositories is located on the MWDL website.
    • (i) Host Institution – The Host Institution must be a Member Repository and provide accounting and administrative support for MWDL. The Host Institution holds a permanent seat on the Governing Body according to terms set forth in Article III Section 2. MWDL Member Repositories’ dues support administrative expenses incurred by the Host Institution, including staff salaries.
  • B. Collections Partners – Collections Partners share their selected digital collections with MWDL and DPLA directly or through a Member Repository. Collections Partners do not pay dues to MWDL but may pay Member Repositories to host digital material on their servers. Collections Partners collaborate to develop common standards and best practices for managing digital collections and metadata. An institution with Collections Partner status may become a Member Repository by abiding by the relevant requirements. The current list of Collections Partners can be found on the MWDL website.

Section 2. Rights and Responsibilities of Participants

A. Rights of Participants

  • Participants may contribute to MWDL, Participant communities, and governance through participation in Participant meetings, and service on task forces and in interest groups.
  • Participants may vote to elect representatives on the Governing Body in accordance with the procedures set forth in Article III Section 3 herein.

B. Responsibilities of Participants

  • Participants with standing as Member Repositories agree to pay annual membership dues and set-up fees at the rates set forth in their Member Agreements.
  • Participants agree to comply with the terms of their Member Agreements.
  • Participants may host digital collections on their own digital asset-management systems and shall offer metadata in conformance with agreed-upon criteria.
  • Participants may participate in MWDL governance by allowing their representatives to serve on selected bodies and committees.
  • Participants contribute to MWDL efforts in publicity, outreach, training, and other activities of MWDL. Participating institutions collaborate to develop common standards and best practices for managing digital collections and metadata.

Section 3. Termination of Membership

The Governing Body, by affirmative vote of two-thirds of the constituent members, may but is not required to terminate the membership of any Participant that becomes ineligible, or suspend or expel any Participant that is in default in the payment of dues, fees, or charges fixed and levied in accordance with such Participant’s Member Agreement. Terms governing content and long-term access to digital content of a terminated Participant are set forth in the Member Agreement.

Participants commit to a full-year renewable membership on terms specified in the Member Agreement. Participants may decide not to renew their membership going forward by prior written notice signed by the institutional executive, the library dean, or other authorized administrative agent of the Participant. Such notice must be filed with the MWDL Director at least one month prior to the renewal date. Withdrawals due to technology issues that cannot be resolved are addressed in the Member Agreements.

Dues payments must be current for Member Repositories to retain their vote in MWDL matters. Participants in arrears lose their right to vote on any MWDL matter from the date payment was due until payment is received. Member Repositories behind in more than one dues payment may not vote until the aggregated delinquent sum is cleared by payment in full.

The termination of membership of any institution, whether by resignation or by vote of the Governing Body, shall not relieve such institution of the obligation to pay any dues, fees, or other charges accrued and left unpaid before the date on which membership is terminated. When a Participant’s MWDL standing and participation is terminated, the Participant’s representatives shall cease to serve MWDL in any capacity to which they may have been selected or appointed.

ARTICLE III – Governance

Section 1. Executive Officers

  • A. The Executive Officers of the MWDL consist of a Director and a Fiscal Officer and such other officers as the Governing Body may from time to time establish.
  • B. Day-to-day operations of MWDL will be conducted by the Director. The Director is an employee of the Host Institution, subject to the Host Institution’s personnel requirements and procedures. Notwithstanding being an employee of the Host Institution, the Director serves at the will of the Governing Body.
  • C. Accounting and financial operations are performed by the Fiscal Officer. The Fiscal Officer is the budget director or equivalent position at the Host Institution, unless otherwise determined by the Governing Body. The Fiscal Officer works with the Director to establish and monitor annual budgets, forecast future revenue and expenses, process all financial transactions (purchasing, travel, etc.), and coordinate invoicing processes. They also compile reports on finances to the Governing Body when requested, and no less than annually for presentation at a semi-annual meeting.

Section 2. Governing Body

  • A. The management of the affairs, business, and activities of MWDL shall be vested in the Governing Body, consistent with the rules and policies of the Host Institution as interpreted by its General Counsel.
  • B. The Governing Body shall be composed of seven members, appointed and selected, in addition to the Director and the Fiscal Officer, who shall serve as ex officio, non-voting members. The composition of the Governing Body shall be as follows: in recognition of their role in founding MWDL and as majority members, the Utah Academic Library Consortium (“UALC”) is allocated three seats appointed in rotation. In recognition of providing significant support and supervision, the Host Institution is allocated one appointed seat. Two representatives shall be selected by the Member Repositories, and one at-large representative shall be selected by Collection Partners.
  • C. Members of the Governing Body will appoint a Chair from among the sitting Committee members. The Chair will serve a term of two years, unless otherwise determined by the Committee. The Chair will work with the Director to call and organize Committee meetings.

Section 3. Selection of Voting Representatives

  1. Every effort shall be made to ensure broad representation on the Governing Body.
  2. The Host Institution shall appoint a Governing Body member.
  3. UALC Council shall appoint three Governing Body members representing UALC.
  4. Participants shall select Governing Body members in accordance with their category of membership.
  5. Governing Body member selections shall be finalized and announced by the Chair before June 30. Members shall begin their term of service at the beginning of the fiscal year (July 1).

Section 4. Term of Office

Other than ex officio and Host Institution representatives, Governing Body members are appointed or selected to three-year terms. The service of Governing Body members shall be staggered so that no more than two members are selected or appointed to new terms annually. The Governing Body shall have power to establish and change the rotation schedule for Governing Body members.

Section 5. Responsibilities

The Governing Body, in consultation with the Director, sets goals and extends final approval for the activities, functions, and operation of MWDL. These responsibilities include:

  • Defining MWDL’s mission, goals, and objectives, and setting strategic directions for MWDL as a repository and an organization.
  • Ensuring the alignment of MWDL’s mission, goals, and objectives with those of its member institutions.
  • Overseeing MWDL operations through the selection, review, and supervision of a Director and a Fiscal Officer, as set forth in Article III Section 1.
  • Reviewing recommendations of the Director and making final decisions regarding policy, repository development, and planning initiatives.
  • With the assistance of the Fiscal Officer, overseeing MWDL’s budget and finances.
  • In coordination with the Director, the Governing Body may create sub-committees and working groups.
  • Maintaining these written Guidelines, as may be amended from time to time as set forth in Article VII.

The Governing Body is given the opportunity to submit supplemental materials concerning performance to the Host Institution during the Director’s annual reappointment review. The annual performance evaluation will be conducted in accordance with the Host Institution’s Review, Promotion and Tenure Guidelines.

Section 6. Removals

A. Governing Body

A member of the Governing Body may be removed only for non-performance of their duties, which is defined here as being absent without excuse from a majority of the Governing Body meetings held in a fiscal year. Should removal become necessary, the Committee shall fill the vacancy through the procedure specified in Article III Section 7.

B. Executive Officers

Executive Officers may be removed in accordance with the Host Institution’s guidelines and procedures for performance evaluation.

Section 7. Vacancies

If a vacancy of a selected member of the Governing Body should arise with six months or less remaining in their term, the position shall remain vacant for the balance of the term. In all other situations involving the vacancy of a selected member of the Governing Body, the position shall be filled by a vote of the Participants in accordance with their membership category as soon as is practicable. Vacancies in appointed representatives shall be filled by the organization or entity that made the original appointment. The term of a replacement member of the Governing Body shall be for the remainder of the original term of the selected member whose departure created the vacancy.

Section 8. Compensation

Members of the Governing Body shall not receive any compensation for their services as Committee members.

ARTICLE IV – Administration

Section 1. Offices

The MWDL administrative offices shall be located at the Host Institution, unless otherwise determined by the Governing Body.

Section 2. Books and Records

Through the Host Institution as fiscal agent, MWDL shall keep correct and complete books and records of account. MWDL shall keep minutes of the proceedings of Participants’ meetings, meetings of the Governing Body, and meetings of any other formal sub-committees.

Any member of the Governing Body or voting representative of any Participant, or the agent or attorney of any Participant, may inspect the books and records of MWDL for any proper purpose at any reasonable time at the Host Institution’s location during regular business hours; however, the Director and the Fiscal Officer may exercise the option to supply data digitally or by mail in response to Participant queries.

Section 3. Fiscal Year

Unless otherwise determined by the Governing Body, the fiscal year of MWDL shall correspond to the fiscal year of the Host Institution.

Section 4. Replacement of Host Institution

The Governing Body, by affirmative vote of two-thirds of the Governing Body, may vote to change the Host Institution. The new Host Institution will assume responsibility for account management and administrative responsibilities no less than six months and no more than one fiscal year after an affirmative vote is taken by the Governing Body, and will take effect ideally at the beginning of the MWDL fiscal year or at the beginning of the fiscal year of the new Host Institution, as determined by the Governing Body.

ARTICLE V – Meetings

Section 1. Semi-Annual Meetings

The Governing Body shall hold at a minimum semi-annual meetings for the transaction of such business as may come before the Governing Body; additional meetings shall be held as necessary. The Director and the Chair of the Governing Body shall determine the location of meetings, but at least one meeting annually must be held with as many of the Governing Body members gathered as possible, which location shall be deemed to include the location of the Host Institution. With input from the Director, the Chair sets and disseminates a meeting agenda to Governing Body members. Meetings are conducted by the Chair.

Section 2. Special Meetings

Special meetings of the Governing Body may be called upon due notice by the Chair. The Chair must call and convene a special meeting upon a request by a simple majority of the Governing Body members. The Director and the Chair of the Governing Body shall determine the location and form of special meetings.

Section 3. Form of Meetings

Meetings of the Governing Body may be held by means of remote communication, provided all persons participating in the meeting can hear each other and be heard. Participation by a member of the Governing Body in a meeting pursuant to this section shall constitute presence in person at such a meeting.

Section 4. Quorum

A simple majority of the Governing Body shall constitute a quorum at any meeting of the Governing Body, except for meetings involving a vote on the removal of a Governing Body member or officer or amending these Guidelines. If a quorum is not present at any meeting, a majority of the Governing Body members present may adjourn the meeting and no further notice of the time and place of re-convening is required unless one or more matters on the meeting agenda require a vote.

Section 5. Proxies

A Governing Body member may vote by proxy at any meeting of the Governing Body. The member must execute proxies in writing or electronically. No proxy shall be valid except for the meeting for which it is executed.

Section 6. Meeting Protocol

Unless otherwise provided, meetings of the Governing Body shall be conducted in accordance with the latest version of Robert’s Rules of Order.

Section 7. Action Without Meeting

Unless otherwise restricted by these Guidelines or by law, any action required or permitted to be taken at any meeting of the Governing Body may be taken without a meeting if all members of the Governing Body consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Governing Body. Approval by a two-thirds majority of the Governing Body constitutes approval of the action.

Section 8. Notice of Meetings

Written notice stating the place, day, and hour of the semi-annual meetings shall be delivered to each member of the Governing Body not less than one month before the date of such meeting. Written notice of any special meeting shall be delivered to each member of the Governing Body not less than 48 hours before the date of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Governing Body need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Guidelines.

Section 9. Manner of Acting

At a meeting at which a quorum is present, the act of a two-thirds majority of the Governing Body present shall be understood to be the act of the Governing Body, except where otherwise provided by law or by these Guidelines. The Governing Body may take action on matters submitted to it electronically, such action to become effective upon receipt by the Director of approval thereof by a majority of the Governing Body members. Votes of the Governing Body taken between scheduled meetings are entered in the minutes of the first regularly scheduled meeting after the vote is held and recorded.

ARTICLE VI – Sub-Committees

The Director may call and organize sub-committees or working groups from among Participants’ staffs to implement the Governing Body’s strategies and priorities and carry out MWDL initiatives, operations, and systems.

ARTICLE VII – Amendments to Guidelines

These Guidelines may be altered, amended, or repealed and new Guidelines may be adopted by a three-quarters majority of Governing Body votes, provided that at least thirty days prior written notice is given to Governing Body members of an intention to alter, amend, repeal, or adopt new Guidelines.

ARTICLE VIII – Conflicts of Interest

The Governing Body shall adopt a policy on dealing with conflicts of interest in its employees, staff, officers, and Participants.

ARTICLE IX – Disputes

The relationship between the Governing Body and the Host Institution is based on their common trust and good faith effort. In the event there is a dispute between them, each shall make a good faith effort to obtain an amicable resolution. If they are unable to reach an amicable resolution, the Host Institution shall determine the course forward after taking into account the position of the Governing Body. The Governing Body’s sole remedy to such determination by the Host Institution shall be to replace the Host Institution in accordance with Article IV, Section 4.

Revision History and Effective Dates

Adopted January 9, 2018
2023 revisions adopted August 28, 2023