The notes are online: http://wiki.openid.net/May-19%2C-2010-OpenID-Board-Meeting-Minutes
Chris On Fri, May 28, 2010 at 10:17 AM, Mike Jones <[email protected]>wrote: > *May 19, 2010 OpenID Board Meeting Minutes* > > > > *Present in Person:* > > Don Thibeau, Executive Director > > Mike Jones > > John Bradley > > Brian Kissel > > Andrew Nash > > David Recordon > > Joseph Smarr > > Nat Sakimura > > Pamela Dingle > > Dick Hardt > > Eric Sachs > > Raj Mata > > Allen Tom > > Mike Ozburn > > David Turner (representing Tony Nadalin) > > Chris Messina > > > > *Present on the Phone:* > > Rob Harles > > Daniel Jacobson > > Luke Shepard > > > > *Absent:* > > Joseph Smarr (proxy to Dick Hardt) > > Nico Popp (proxy to Brian Kissel) > > Tony Nadalin (represented by David Turner) > > Marc Frons > > Dermot O’Mahony > > Nataraj (Raj) Nagaratnam > > > > *Visitors:* > > Scott David, K&L Gates > > Deepak Kamlani, Global Inventures CEO > > John Ehrig, Global Inventures > > Kick Willemse > > > > *1. **Legal Counsel* > > Scott David, our new legal counsel introduced himself. Among other things, > he is chair of the ID-Legal group at Identity Commons and has been a regular > participant at IIWs. > > > > *2. **Board Survey and Resulting Proposed Resolutions* > > We discussed issues of governance, value to members, numbers of board > members, and prices of membership classes. With respect to the proposed > resolutions, Dick asked that we consider what problems we’re trying to solve > with respect to governance. > > > > The board discussed the three proposed resolutions below: > > 2. The “community” board representation will always be 1/3 of N (where N= > # of sustaining board members). One challenge to this resolution is to > properly define “community” members which will be discussed. > > 3. Employees (or contractors) of sustaining members are not eligible to > serve as community board representatives. > > 4. The Executive Committee will have at least one elected community board > representative and at least one sustaining board representative. > > > > We decided that these were not necessarily the best solutions to the > possible problems, and did not vote on these possible resolutions. An > alternative remedy discussed was enacting a bylaws amendment that would > state that if more than one employee or contractor of a company were on the > board, that for some classes of votes, the representatives of the company > would have at most one vote. John Bradley said that that limitation might > be appropriate for votes about finances, bylaws, and IPR procedures, for > instance. > > > > Our legal counsel, Scott David, recommended that we investigate the > potential conflict of interest in the issue of having multiple people from > the same company on the board. The board decided to have Don and Scott > investigate this issue and report back to us with actionable resolutions, > possibly based on the discussed alternative remedy. > > > > [Chris Messina joined the meeting at this point] > > > > Another of the previously proposed resolutions was adopted. Specifically, > John Bradley moved that “All directors must be members of or employed by > members the OIDF.” Pam seconded. The resolution was unanimously adopted. > > > > *3. **Discussion of Designated Funds Proposals* > > The board discussed the merits of and possible mechanisms for allowing > sustaining members to designate that a portion of their membership dues be > directed towards specific projects. This could increase the perceived value > of sustaining members’ memberships by letting them take credit for funding > specific OpenID projects that are of particular value to them. It would let > them “vote with their money”. > > > > Several on the board expressed that it would be important to cover the > basic costs of running the organization before allowing funds to be > designated. For instance, for staff costs, legal costs, membership > services, and web site costs would likely be in this class. > > > > Another important consideration discussed was what the approval process > would be for projects to which funds could be designated. Both “approved by > default” and “explicit board approval required” models were discussed. Dick > proposed that projects should be approved by default after notifying the > board, but giving the board the opportunity to vote to reject a proposed > project should it determine that the project was contrary to the > foundation’s mission or damaging to the foundation. > > > > Scott suggested that we consider distinguishing between program decisions > and funding decisions. He wants it to be clear what actions have been > approved by the board. Deepak suggested that we ensure that projects fit > within the organization’s strategy. Dick suggested that we defer specific > wording to Scott. > > > > Dick moved that we have Don and Scott work to create a resolution or > resolutions to accomplish the intent of this draft resolution: > > Each sustaining member can direct up to 50% (subject to the requirement > that fixed operating costs of the foundation are covered) of their annual > membership dues towards projects they select. Each sustaining member can > decide when and where the directed funds are spent. Any discretionary funds > that have not been directed by the end of the year are transferred to the > general fund. Eligible projects are any project presented to the board for > funding and require advance full board simple majority approval. > > Andrew seconded the motion. It passed unanimously. > > > > Dick proposed that we vote electronically on the motion to be produced > before the end of June. Don agreed to this. > > > > *4. **Vertical Focus Areas* > > Raj Mata proposed that we discuss creating some formal vertical focus > groups within OpenID. Examples he mentioned were Consumer, Enterprise, > Government, Mobile, and Retail. Raj agreed to come back with a proposal on > this topic to the board at a later time. > > > > *5. **Making Progress in v.Next* > > Andrew Nash led a discussion on the need to expeditiously accomplish > creating and adopting OpenID v.Next specifications, per the board’s > conclusions from the previous meeting and recent summits that one of the > most important issues facing OpenID is to improve the product we have to > offer. Andrew stated that it is important to conclude quickly with success. > > > > A discussion ensued about whether there should be one v.Next technology > spanning a range of use cases or different technologies for specific use > cases. Points were made both about simplicity of implementation and > enabling users to have a simple, consistent view of their online identities, > and the possible application of profiles of a common technology suite. > > > > Andrew Nash moved that we allocate some money towards having Dick Hardt > write a v.Next draft specification. John Bradley seconded the motion. > > > > During discussion, a director asked whether Dick would have to resign from > the board to be employed as a contractor to the OIDF. Scott David, our > legal counsel, responded that according to our conflict of interest policy, > provided the potential conflict is identified in advance and the board > decides it is fair to the organization or approved by the board as provided > under the bylaws, that the transaction is permitted by the bylaws. He said > that therefore, per the bylaws, Dick need not necessarily resign to work as > a contractor under these circumstances, but that the specific terms should > undergo review by the executive director and counsel once they are decided. > > > > During the discussion, the board decided that we would use up to $30,000 of > the $40,000 previously allocated to the technical committee (none of which > has been spent), for this purpose. > > > > Andrew accepted a modification of the resolution to have the executive > director and counsel produce term sheet by the end of May for up to $30,000 > with input from the technical committee for Dick to begin v.Next > specification work as a contractor to the OIDF and that the executive > director and counsel then produce an actual contract reflecting those > terms. John again seconded. > > > > The motion carried with all but two members voting in favor. Chris Messina > opposed. Dick Hardt abstained. > > > > *6. **Adjournment* > > Nat moved to adjourn the meeting; Brian seconded. > > > > _______________________________________________ > board mailing list > [email protected] > http://lists.openid.net/mailman/listinfo/openid-board > > -- Chris Messina Open Web Advocate, Google Personal: http://factoryjoe.com Follow me on Buzz: http://buzz.google.com/chrismessina ...or Twitter: http://twitter.com/chrismessina This email is: [ ] shareable [X] ask first [ ] private
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