IMPORTANT UPDATE: LIRN'S BOARD
At FOLA's November Plenary, all voting delegates voted to accept the Universal Shareholders Agreement (the LIRN USA)! Similarly, at the Law Society's November Convocation, all Benchers voted in support of a motion calling to adopt the LIRN USA and to appoint the new Board Members.
The LIRN board will be scheduled to meet in the New Year and one of its first activities will be to engage in a recruiting process for a Managing Director of LIRN.
FOLA is in the process of establishing the new LRIN Committee, which will be chaired by Nathan Baker and be comprised of between 6-8 members. If you are interested in serving on this, please email Katie.Robinette@fola.ca.
FOLA expects to be working with the new board in the development of their strategy and expect the new board to engage stakeholders including the PRC committee.
Specifically, FOLA will be actively working on setting up information sessions with the board to ensure they understand the services being provided, unique challenges facing the north, urgent funding needs given stagnant funding over past 5 years, etc.
Ontario's Courthouse Law Libraries, or Practice Resource Centers, remain a fundamental issue of interest for FOLA and its members. The preservation, improvement and sustainability of the system has been at the forefront of FOLA since before the inception of LibraryCo.
History: Before 2000
In the 1990’s libraries existed in all of the County Courthouses across Ontario. They were owned and operated by the local associations. They were funded, in large part and to varying degrees by the Law Society, who recognized that access to legal information was a critical part of assisting small town lawyers in serving their clientele and facilitating access to justice.
LibraryCo – 1st Generation
LibraryCo originally came about as the result of the efforts of the Law Society and FOLA to organize the County and District law libraries across the province, to establish a stable funding base for the libraries across the province, and to try and provide for some centralized administration and purchasing for the library system; while at the same time allowing the local County and District Law Associations to continue to manage the libraries and develop their collections in accordance with local needs. This came to be referred to as the “blended system”. LibraryCo was incorporated in 2001.
The first Unanimous Shareholders Agreement called for a Board of Directors of 15. The original Board of Directors included representatives of the Ontario Bar Association, the Ontario Courthouse Librarians Association, FOLA and the Law Society.
In April of 2002, LibraryCo produced its first five-year business plan entitled “Outof the Box and Beyond the Walls”. The Great Library was notably absent from that business plan. It appeared that the Great Library and LibraryCo were to exist in parallel universes.
As part of that business plan, LibraryCo embarked on a number of initiatives to organize and direct the County and District law libraries across the province. Among the less controversial initiatives was the development of a tiered system of libraries with five regional libraries, fifteen area libraries, and twenty-eight local libraries; the establishment of a core collection list and an“essentials” collection list for the libraries at each level; the establishment of salary bands and job descriptions for library staff; the provision of inter-library document delivery; the use of a uniform accounting package for each library through the Simply Accounting program.
As part of the “tiered” system of libraries, LibraryCo initially proposed to “de-staff” a total of fifteen local law libraries and impose certain restrictions on staffing and budgets for the remaining local law associations. This was the first effort to have legal information provided to lawyers in smaller centers without the benefit of local staff. The plan to de-staff fifteen local libraries was abandoned after vigorous protest from FOLA.
From FOLA’s perspective, LibraryCo also got itself in trouble early on when it started telling Associations how much to pay the library staff, started telling staff members what they did or did not have to do for the Associations, referring to the libraries as “LibraryCo libraries” and attempting to direct library staff on the management of the Law Association libraries without consulting the Law Associations.
It further appeared that from the Law Society perspective, LibraryCo got itself in trouble with its financial reporting to the Law Society. It seemed that the Law Society was not particularly pleased at the time with the form of the financial reporting.
At the time that those issues were coming to a head,LibraryCo had established the “Integration Task Force” to examining ways that LibraryCo and the Great Library could work more closely together. It became very clear very quickly that there were fundamental governance issues with LibraryCo.
LibraryCo – 2nd Generation
LibraryCo had a major corporate overhaul in 2007 which resulted in the Board of Directors being reduced from 15 to 8 seats, a new unanimous Shareholder’s Agreement, the “USA”, between the Toronto Lawyers Association, FOLA, and the Law Society, and an Administrative Services Agreement under which the Law Society was contracted to provide most of the administrative and technical support which LibraryCo required.
At that same time,LibraryCo and the GreatLibrary developed a new and closer working relationship. Also, commencing in 2004, the Great Library and the Toronto Lawyers Association library worked together to rationalize some of their collections and worked together towards a more coherent approach to providing library services to lawyers in the Toronto area. LibraryCo has existed basically in this form since that time.
Issues from 2013 – today
In 2013 the Law Society appointed a Legal Information and Support Services (LISS) committee, with members from the Law Society, FOLA, TLA, OBA and the Advocates Society, to review the current system to identify and provide advice on areas that need further review. A report of LISS was widely distributed in the fall of 2014 but was not acted upon by the Law Society.
In 2015 the Law Society insisted that qualitative and quantitative data on library system use and future needs was required to inform the work of the Transition Committee and to satisfy the demands of Convocation for evidence-based policy making. While FOLA initially resisted this further study as a duplication of effort and time (given the LISS report), the consultant, Phase 5, was retained and a report was provided to the LibraryCo board and Transition Committee in the fall of 2016. The work of the Transition Committee was essentially put on hold during this time.
In the fall of 2016, the Audit & Finance Committee of the Law Society rejected the initial 2017 LibraryCo draft budget and, in particular, its request for a 2% budget increase on the premise that the LibraryCo Transition Committee had not made progress towards a viable reform plan. Following appeals by the LibraryCo board, the draft budget was approved, but the Law Society warned that future budgets would not be approved unless and until a viable reform plan was developed.
The LibraryCo board decided that the full Phase 5 report would not be released publicly. The Phase 5 report largely confirmed what FOLA already knew and believed about the system:
· the system is highly valued by those who use it;
· library staff are seen as the greatest asset in the system;
· the system is under-utilized and many lawyers do not fully appreciate or understand the breadth of services already available;
· investment is needed to introduce new services and meet the demands of lawyers into the future;
· opportunities for reform and revitalization exist in the system, but the report is largely silent on important matters of governance.
A high-level review of the Phase 5 report was presented at the 2016 November Plenary and FOLA passed a unanimous motion calling for the Law Society to reinstate a separate “Library Levy” on lawyers’ annual statements.
The Transition Committee met in November and December 2016 to consider the Phase 5 report and to begin to map out a plan. The December meeting was cut short and progress inexplicably stalled. FOLA wrote to the Law Society in December 2016 to express its frustration with the delays in the Transition Committee and the Law Society responded with an invitation to the other shareholders (FOLA and TLA) to attend a meeting where they would all “lay their cards on the table”.
FOLA and the TLA met with the Law Society on January 30, 2017, where the Law Society expressed its belief that LibraryCo is an “expensive and unnecessary corporate structure”. The Law Society once again determined that LibraryCo should be dissolved and the operations moved internally to the Law Society.
Following spirited discussions, all of the shareholders agreed that:
· the support of a “centralized” system management would be beneficial to the entire operation (and was always the intent of LibraryCo), but the shareholders had different views on that model;
· if the Law Society could assure FOLA and the TLA that it is not intending to cut funding, then there is enough basis to continue discussions;
· another meeting of the shareholders should take place as soon as possible and at that meeting a formal exchange of ideas should take place.
Further discussions between the shareholders ensued and at the November 2017 Plenary, the FOLA Executive presented an update on the status of negotiations and identified the risks and “political realities” facing the negotiators. The Executive was pleased to also inform the Presidents that the Law Society had agreed that implementing the full scope of LIRN was not possible, but that certain interim reforms were needed.
As a result, a scaled down version, “LIRN 3.0”, was presented. It featured:
· reiteration that an opportunity exists to re-set and revitalize “LibraryCO”;
· explicit focus on “competence”;
· a re-set for the governance of the entity with a “skills-based nominated board” with accountability to the shareholders;
· mandate to the new Board to hire a Director/Senior Manager with a mandate to build and revitalize the system;
· reiteration that the existing association staff relationship should remain with no change to their status;
· a guarantee of funding for five years and an opportunity to make the case for growth;
· making the “Library Levy” a “Competence Levy”.
With the support of the Presidents, FOLA agreed to endorse a move forward with the next steps which is to retain a consultant to develop criteria for the skills matrix needed by the new Board of Directors and endorse the shareholders moving forward to recruit that new Board based on the criteria.
From November 2018 until January 2019, prospective board members were interviewed and selected with FOLA being part of that selection committee. That board is not yet in place as the new corporation has yet to be formed with proper constating documents. The LSO has provided new draft documents to the TLA and FOLA for their respective review. It is the understanding of FOLA that these documents are meant to preserve the rights and obligations contained in LibraryCo’s Unanimous Shareholder Agreement.
On November 14th 2019, FOLA's membership unanimously passed the Universal Shareholders Agreement (LIRN USA). It is now awaiting formal approval by the Law Society of Ontario.