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MeetingMinutes20061211

2006/12/11 XDI.Org Board of Trustees Meeting Minutes

  1. Attending
    1. Board
    2. Guests
  2. Call to Order
  3. Approval of Minutes
  4. Treasurer's Report
    1. Revenue
    2. Expenses
  5. Identity Commons Contract Proposal
  6. Cordance Repayment Terms Proposal
  7. Next Meeting
  8. Adjournment

1. Attending

1.1. Board

Jaco Aizenman called into the very start of the telecon but relayed his regrets he was not able to stay for the meeting itself.

1.2. Guests

2. Call to Order

Mr. Washburn called the telephonic meeting to order at 8:10PM PT.

3. Approval of Minutes

MR. Reed updated the board on the new procedures being used to track and record minutes on the XDI.org wiki.

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

BE IT RESOLVED that the XDI.org Board of Trustees approves the minutes of the meeting on 2006-11-20 as referenced.

The motion passed with Mr. Strongin abstaining as he was not currently at a computer and thus not able to review the minutes directly.

4. Treasurer's Report

Mr. Davis reported on the current status of the XDI.org treasury and the status of correspondence with reconciliation of the GRS revenue reports from Cordance. All amounts are USD.

4.1. Revenue

These amounts reflect totals of:

4.2. Expenses

The treasurer's report was accepted by acclaimation.

5. Identity Commons Contract Proposal

Mr. Strongin made and Mr. Washburn seconded the following motion:

BE IT RESOLVED that the XDI.org Board of Trustees accept in principle the proposal from Identity Commons regarding the disposition of the USD $5.00 surcharge approved in MeetingMinutes20060607 and currently being collected by Cordance per the GRS fee schedule for the purpose of addressing the 50-year name issue; specifically that a total of USD $3M, less any revenues received from the EGS program prior to the GRS launch, be paid to Identity Commons at a rate of 80% of the @name surcharge amounts collected; and also that XDI.org's counsel be directed to develop a definitive agreement.

There was further discussion of the 80% allocation and the potential need for flexiblity in case the need arose to invest further in open source software and other market development activities, however the motion was not modified.

The motion passed unanimously, with Mr. Davis recusing himself.

6. Cordance Repayment Terms Proposal

The board discussed the need for repayment of amounts XDI.org owes to Cordance while maintaining adequate revenue to sustain XDI.org and providing for payment of the @name surcharge fees.

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

BE IT RESOLVED that XDI.org specify to Cordance that the @name surcharge be paid directly to XDI.org each quarter with no withholding by Cordance for obligations of XDI.org to Cordance; that the first USD $20K of the XDI.org adminstrative fees received annually be paid to XDI.org before any withholding by Cordance for obligations of XDI.org to Cordance; that the next $20K of the XDI.org adminstrative fees received annually be paid to Cordance to retire any obligations of XDI.org to Cordance; and that any remaining XDI.org adminstrative fees received annually be split equally between XDI.org and Cordance until any obligations of XDI.org to Cordance are fully retired.

The motion passed unanimously.

Mr. Washburn shall communicate this motion to Cordance.

7. Next Meeting

Mr. Washburn will request a trustee meeting with Mr. Blackmer as soon as it can be arranged to discuss the details of the Identity Commons agreement.

8. Adjournment

Mr. Washburn adjourned the meeting by consensus at 10:08 PM PT.

Respectfully Submitted,