MINUTES OF THE MEETINGS OF THE XDI.ORG BOARD OF DIRECTORS 5PM-7PM PT Thursday 2005/10/16 USA / 9AM-11AM JT Friday 2005/10/17 Japan.
PRESENT: Bill Washburn, Geoffrey Strongin, Owen Davis, Nat Sakimura ATTENDING: Scott Blackmer, Counsel; Drummond Reed, Secretary.
Mr. Aizenman sent his regrets.
Mr. Washburn called the meeting of the XDI.ORG (Washington) Board of Directors to order at 5:10PM.
1) ASSET TRANSFER Mr. Blackmer explained the need to transfer all assets and liabilities from XDI.ORG (Washington) to XDI.ORG (Utah) per the Cordance/XDI.ORG Intellectual Property Agreement to create diversity of citizenship.
Mr. Davis moved and Mr. Strongin seconded the following motion:
BE IT RESOLVED that XDI.ORG (Washington) shall transfer all assets and liabilities of the Corporation to XDI.ORG (Utah).
The motion passed unanimously.
2) DISPOSITION OF XDI.ORG WASHINGTON The board discussed the dissolution of XDI.ORG (Washington) and decided to simply let its registration lapse next year under the assumption that there is no further income or expenditure that is expected through that entity.
3) ADJOURNMENT
The meeting was adjourned by consensus at 5:30PM.
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Mr. Washburn called the meeting of the XDI.ORG (Utah) Board of Directors to order at 5:30PM.
PRESENT: Bill Washburn, Geoffrey Strongin, Owen Davis, Nat Sakimura ATTENDING: Scott Blackmer, Counsel; Drummond Reed, Secretary.
1) APPOINTMENT OF OFFICERS Mr. Strongin made and Mr. Davis seconded the following motion:
BE IT RESOLVED that the board of directors hereby appoints the following officers for XDI.ORG (Utah):
Bill Washburn, President Nat Sakimura, Vice President Drummond Reed, Secretary Owen Davis, Treasurer
The motion passed unanimously.
2) AUTHORIZING PREPARATION OF XDI.ORG UTAH BYLAWS The board discussed the preparation of prepare Bylaws for XDI.ORG (Utah). Mr. Strongin made and Mr. Davis seconded the following motion:
BE IT RESOLVED that XDI.ORG counsel is directed to prepare Bylaws for the Corporation, and that such Bylaws enable the Board to adopt community governance procedures (as required by the Cordance/XDI.ORG Intellectual Property Rights Agreement) with a super-majority vote, and that they enable XDI.ORG to enter into agreements with other organizations with similar aims such as Identity Commons.
The motion passed unanimously.
3) MEMBERSHIP/VOTING The board discussed how it can move to closure on the membership/voting issue that has been discussed in email over the past several months. There was consensus that a face-to-face meeting, ideally involving other governance and policy experts, would be the best way to continue discussions and come to closure. The two best potential forums to do this in person would be after the Digital ID World conference in NYC, or at the end of the Virtual Rights Symposium in Costa Rica (Nov. 16-17).
It was agreed to investigate this via email and come to a conclusion at the next board meeting.
4) IDENTITY COMMONS MEMBERSHIP Dialog has begun about XDI.ORG joining Identity Commons. It was agreed that no formal authorization was required to pursue this, and that since Identity Commons is still refining its Bylaws and defining membership categories, this discussion should proceed immediately.
5) GSS AND GRS LAUNCH STATUS REPORT Mr. Reed reported on progress. He said that Boeing had joined the OASIS XRI TC and says it will standardize on XRI for identifier interoperability and that it is now actively working on defining an XRI Identifier Type specification, a fourth spec in the XRI suite.
He said that the second Committee Draft of the XRI Syntax 2.0 specification was due to be approved by the XRI TC on October 14 and, following a second public review period, would be submitted to OASIS for a full standard vote in December.
He reported that NeuStar is close to finishing its GRS implementation, and that the current target date for the global registry launch is Feb. 1.
Cordance plans to provide drafts of GRS legal documents to XDI.ORG in the next several weeks.
6) GSS DATA COLLECTION PROPOSAL Mr. Reed reported on a proposed revision to the GSS policy regarding collection of registrant contact data. Currently no contact data required in the Global Registry; it can be provided voluntarily by the registrant to the Public Trustee Service. Only the registrant’s i-broker is identified. The revision suggested by Cordance and NeuStar legal counsel is that i-brokers be obligated to obtain, but not share with any other party, a name and postal address for each registrant in order that the entire infrastructure have a mechanism for accountability.
The board discussed the tradeoffs of this proposal, and the fact that it provided a weak form of accountability. The board asked Mr. Blackmer to speak with Neustar and Cordance counsel to better understand their concerns and the proposed revision.
7) GSS POLICY REVIEW MEETING The board discussed another meeting in several weeks specifically to discuss GSS policy issues and legal documents. It was agreed that the legal documents should be reviewed by Mr. Blackmer first, and that possible dates would be discussed via email.
8) D&O INSURANCE Mr. Davis raised the issue of obtaining D&O insurance and it was agreed he would explore what is available.
The meeting was adjourned by consensus at 7:15PM.