June 5, 2014 OpenID Executive Committee Call Minutes

Present:
Don Thibeau, Executive Director
Nat Sakimura
George Fletcher
Mike Jones
John Bradley

Visitors:
John Ehrig, Global Inventures
Tom Smedinghoff, Edwards Wildman

Absent:
(the vice-chair position is currently vacant)


1.      US Government agency possibly joining at the sustaining level and 
"Health Information Exchange Profile for OpenID Connect"
Don updated us on the possibility of a US government agency joining the board 
and starting a new working group for a Health Information Exchange Profile for 
OpenID Connect.  The agency also plans to join the MIT Kerberos and Internet 
Trust (KIT) Consortium.  MIT plans to join the OpenID Foundation.  The target 
date for an OpenID Connect Workshop sponsored by MIT and the OpenID Foundation 
is Thu-Fri, Sep 18-19, 2014.


2.      Proposal to Change OIDF's State of Incorporation to allow for Proxy 
Voting
Oregon, where we are currently incorporated, doesn't allow proxy voting.  
Oregon is one of the most restrictive states for incorporation in terms of 
board governance.  Changing our incorporation to a state where proxy voting and 
alternative members is permitted would let is practically retain Eric Sachs and 
Dr. Tippett's official representation on the board for Google and Verizon, 
while allowing them to appoint alternates to participate on a day-to-day basis. 
 This could be a net positive for the Foundation.

Tom Smedinghoff gave us a report on our options.  He believes that Oregon law 
does restrict us in the ways described.  He does believe that we need to 
investigate the impact on our 501(c)(6) non-profit tax status application of 
re-incorporation.  He believes that re-incorporation is doable, but there would 
be a few hoops to jump through.

The costs of incorporating would not be great.  There would be some transition 
costs.  Some directed funding might be available to cover these costs.

The best estimate we have from our attorney on our 501(c)(6) completion is that 
it will take months, not years.  We probably want to wait to re-incorporate 
until this completes.  Tom and Don will do the legwork to prepare us to do so 
in the meantime.

A short-term fix would be to create a council of advisors.  The executive 
committee requested that Don invite Dr. Tippett and Eric Sachs to a council of 
advisors.  Don will share the proposed communications with the executive 
committee before they go out.  Creation of the council of advisors will need 
board approval.


3.      Vice Chairmanship Vacancy
The Vice Chairmanship is current vacant, since Eric Sachs had to step down from 
the board due to his increased job responsibilities.  The board will need to 
vote to elect a new Vice Chairman.  It was suggested that someone make a motion 
nominating Adam Dawes to fill the vacancy.


4.      OpenID Connect Self-Certification
Don and Tom are working on a report to the board about the OpenID Connect 
self-certification program.


5.      Process for Making Future Public Statements About Vulnerabilities
There was insufficient time to consider this issue.


6.      Next EC Meeting
We will schedule another EC meeting in two weeks on June 19th to consider the 
remaining agenda items.

Attachment: June 5, 2014 OpenID Executive Committee Call Minutes.docx
Description: June 5, 2014 OpenID Executive Committee Call Minutes.docx

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