UserPreferences

MeetingMinutes20060816

2006/08/16 XDI.Org Board of Trustees Meeting Minutes

  1. Attending
    1. Board
    2. Guests
  2. Call to Order
  3. Approval of Minutes
  4. Approval of Asset Transfer
  5. Contacts for Domain Names
  6. Cordance Report
  7. GRS Operation And Revenue Report
  8. GRS Revenue Allocation
    1. Cordance/XDI.Org Accounts Reconciliation
    2. Insurance
    3. Conclusion of Cordance/Identity Commons Negotiations
  9. GSS I-Services Specifications Compliance Revision
  10. Next Meeting
  11. Adjournment

1. Attending

1.1. Board

1.2. Guests

2. Call to Order

Mr. Washburn called the meeting to order at 4:09PM PT.

3. Approval of Minutes

It was agreed that the directors should a final review of these meeting minutes to ensure that all corrections are reflected. Approval can then proceed via an email ballot.

All trustees to review and send any corrections, then mr. Washburn to initiate an email vote.

There was also discussion that a shorter, purely functional recording of the conclusions and action items from each meeting would require less work on the part of the Secretary and the trustees and be easier for the public to review, and that certain meetings could be recorded where more detail was needed. It was agreed that this would be discussed further in a subsequent meeting.

Mr. Aizenman to review and suggest the method and process under which meetings could be recorded.

4. Approval of Asset Transfer

Mr. Blackmer explained that this is a formality that still needs to be completed. He suggested that he prepare an Asset Transfer Agreement to the trustees for their approval, and that Mr. Washburn can be empowered to execute it.

Mr. Strongin moved and Mr. Davis seconded the following motion:

BE IT RESOLVED to authorize the transfer of the assets of the Washington Corporation to the Utah Corporation and direct Mr. Blackmer to prepare documents to effect this transfer and for Mr. Washburn to execute these documents.

The motion passed unanimously.

5. Contacts for Domain Names

Mr. Reed explained the need to identify contacts for ownership of domain names held by XDI.org (the current domain requiring renewal is "xns.org"). Mr. Washburn and Mr. Davis volunteered.

MR. Reed will contact Adam Engst to arrange the updating of contacts and the formal transfer of the domain ownership.

6. Cordance Report

Mr. Reed updated the trustees regarding Cordance's activities since the GRS launch to work with i-brokers towards ISS compliance and preparations for Digital ID World. The trustees also requested that Cordance be prepared to assist in answering any questions that may be directed to XDI.org in regard to the relationship of XDI.org's patent license to Cordance's patent enforcement actions.

MR. Blackmer to contact Cordance's counsel to ask for a statement regarding any impact Cordance's patent enforcement actions may have on XDI.org.

7. GRS Operation And Revenue Report

Mr. Reed reported that the GRS reports, which the trustees have received for June and July, should be now be produced and forwarded to XDI.org by the middle of each month. It was also agreed that they should not include transaction detail -- this should be available only as needed on an audit basis.

8. GRS Revenue Allocation

8.1. Cordance/XDI.Org Accounts Reconciliation

Mr. Davis reported that there is currently just under $1200 in the checking account. There is one check received from Identity Commons for several hundred dollars. He also mentioned that there are outstanding obligations to Cordance. Mr. Reed reported that Lon Wiese, Cordance COO, is preparing a report on these amounts, but they include approximately $22K in patent annuities that XDI.org assumed under the Cordance/XDI.org IPR Agreement.

Mr. Blackmer found a reference in the notes of the 2006/2/15 XDI.org trustee call that agreed that the first $5000 of GRS revenue to XDI.org each quarter would not be subject to recapture of the Cordance patent annuity fees. Mr. Davis was unsure of whether this agreement was finalized with Cordance.

Mr. Davis to reconcile accounts with Mr. Wiese about the amounts XDI.org owes to Cordance and strive to arrive at an agreement of the terms of repayment from the GRS revenues received by Cordance on behalf of XDI.org.

8.2. Insurance

It was discussed that insurance, payment of Mr. Blackmer, and payment of Identity Commons are all important priorities.

Mr. Davis will research and recommend purchase of insurance for XDI.org.

Mr. Blackmer will provide Mr. Davis with guidance regarding his anticipated billings.

8.3. Conclusion of Cordance/Identity Commons Negotiations

Mr. Davis and Mr. Washburn to contact Mr. Caluori and Mr. Wiese to resume discussions regarding finalizing an amendment to the Cordance/Identity Commons EGS contract.

9. GSS I-Services Specifications Compliance Revision

Mr. Reed reviewed the proposal in the meeting agenda (now published at http://iss.xdi.org/moin.cgi/IbrokerCompliance) for clarifying and revising the ISS compliance requirements.

The trustees discussed the impacts.

Mr. Strongin moved and Mr. Aizenman seconded the following motion.

BE IT RESOLVED that the ISS compliance schedule for XDI.org-Accredited I-Brokers be modified as drafted by Mr. Reed.

The motion passed unanimously.

10. Next Meeting

The trustees discussed that the remaining agenda items could be discussed/decided via email, although another meeting will be necessary once some of the action items above are completed.

11. Adjournment

Mr. Washburn adjourned the meeting by consensus at 6:10PM.

Respectfully submitted,