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MeetingMinutes20070108

2007-01-08 XDI.Org Board of Trustees Meeting Minutes

  1. Attending
    1. Board
    2. Guests
    3. Absent
  2. Call to Order
  3. Identity Commons Resolution
  4. Next Meeting
  5. Adjournment

Following are the minutes for the meeting held 2007-01-08 at 4PM Pacific:

1. Attending

1.1. Board

1.2. Guests

1.3. Absent

2. Call to Order

Mr. Washburn called the meeting to order at 4:10 PM PT.

3. Identity Commons Resolution

Mr. Caluori began by explaining that after his discussion with Mr. Washburn last week, Cordance understands and agrees with the Cordance Repayment Terms resolution made in the 2006-12-11 XDI.org trustees meeting (http://wiki.xdi.org/moin.cgi/MeetingMinutes20061211). Cordance will immediately remit funds representing the overhead fees and @name surcharges due XDI.org for Q3 2006, and will remit the funds due for Q4 as soon as the December reports have been received and processed.

Regarding the Identity Commons Contract motion in the same meeting, Mr. Caluori explained first that this is a decision for the XDI.org Board of Trustees, and Cordance is only providing its input as a member of the community.

Mr. Caluori next reviewed that in the 2006-06-07 XDI.org trustee meeting (http://wiki.xdi.org/moin.cgi/MeetingMinutes20060607), the decision was made to transition from 50-year name sales to an @name surcharge to establish a market development fund for repayment of the Identity Commons EGS contract and other market development activities. The XDI.org trustees asked Cordance and Identity Commons to attempt to come to agreement on the amount and make a recommendation to the XDI.org trustees.

Identity Commons submitted a spreadsheet of its disbursements to the XDI.org trustees to support its rationale for requesting reimbursement of USD $3M. Cordance's review of that spreadsheet concluded that $918K had been spent directly in support of the EGS program, and Cordance recommended that this is the amount that Identity Commons should be reimbursed from the @name surcharge. Mr. Caluori feels that to reimburse Identity Commons for more than this amount is not serving the fiduciary interest of the XDI.org community. In particular Mr. Caluori suggested that the XDI.org trustees should request justification from Identity Commons about why they are requesting reimbursement of $1M+ in expenditures before Identity Commons became engaged in the development of XRI/XDI infrastructure.

Mr. Washburn stated his view that the most important goal is that we should all go forward in alignment despite this disagreement, because that is the most important precondition for the continued overall development of XRI/XDI infrastructure.

Mr. Caluori reassured Mr. Washburn that Cordance will be supportive of any decision from XDI.org. He suggested that the most important issue for XDI.org should be close scrutiny of the reimbursement of Identity Commons in order that it not be perceived as a conflict of interest within the board due to Mr. Davis's role as a board member. Mr. Washburn stated unequivocally that neither he nor any other member of the board voted in favor of this decision because Mr. Davis is a member of the XDI.org Board.

Mr. Washburn thanked Mr. Caluori for sharing his views with the board, and reiterated his commitment to be sure the entire transaction is handled fairly and transparently. Mr. Strongin agreed that full transparency is necessary, and that the accounting Identity Commons provides to XDI.org for this transaction should be part of the minutes.

4. Next Meeting

The trustees agreed that a follow-on meeting to decide any final action in this matter should be scheduled as soon as possible. Mr. Reed was directed to begin arrangements.

5. Adjournment

Mr. Washburn adjourned the meeting by consensus at 4:45 PM PT.

Respectfully Submitted,