OpenID Foundation/Board/Minutes/2007-08-30
Present:
- Martin Atkins (scribe)
- Artur Bergman
- Scott Kveton
- David Recordon
- Drummond Reed
- Bill Washburn (moderating)
Apologies:
- Johannes Ernst arrived late and did not vote in any of the motions in
this meeting.
- Dick Hardt
- Artur Bergman explained that he would have to leave during the call.
Contents |
Agenda
- General business (approve minutes, updates to agenda, etc)
- Discuss accountant needs
- Discuss legal fees and by-law changes
- IPR update
- Marketing update
- Committee memberships
General Business
Approval of Minutes
The minutes of the last meeting were unanimously approved by all present.
Accountant
The board discussed The Foundation's need for an accountant. An accountant is legally required in order to file with the IRS as a non-profit organisation. The accountant would also be in charge of payroll.
Scott reported that he has a potential candidate for this job, and the pay is likely to be roughly $3,000 to $5,000 per year. This will include the necessary quarterly reports, but no auditing.
We believe that we do not need formal auditing because we are such a small organisation.
Motion 1: Allow Scott and Bill to move forward on this. Proposed by: Scott Seconded by: Martin
Motion passed unanimously.
Artur left the call at this point and thus was absent from all of the succeeding motions.
Legal Fees
The question was raised about what to do regarding lawyers moving forward.
Scott has recieved a set of invoices from our current law firm AterWynne, though he believes that they are happy to wait for payment for now since we are just getting started.
The question was raised about what should be done moving forward. It was proposed that we continue with AterWynne to complete the following important tasks:
- Figuring out the legal issues surrounding the new corporate board seats.
- Filing with the IRS as a non-profit.
Moving forward, it is possible that we may be able to work with the Software Freedom Law Centre, who maybe able to offer their services pro-bono. They are currently consulting with their board to see if The Foundation qualifies.
Action Item 1: Scott will look into getting a specific quote from AterWynne and see if they are able to cut us any breaks considering our situation as a start-up non-profit.
Action Item 2: Scott will clarify the position of AterWynne regarding our currently-outstanding legal fees.
Motion 2: Continue with AterWynne to complete the bylaws changes and non-profit registration. Proposed by: Scott Seconded by: David
IPR Update
The board was asked to approve for public review the 4th Draft of the IPR Policy document as forwarded to the board-private list last week. Given a month of review time, this would put it on track to be finalized by early October.
The IPR Process document is also in the draft stages, but has not recieved many comments as yet. There will be a con-call next week about this document.
Finally, an IPR Policy Rationale document has been outlined by Bill which aims to present the contents of the policy document in a manner suitable for non-lawyers.
Motion 3: The board appreciates the efforts of the IPR sub-committee and task force in developing the IPR policy document and would like to recommend that this be made immediately available for public review and comment throughout the calendar month of September. The board would also like to commence public review on the process and rationale documents as soon as possible. The board recognises that the process and rationale documents are still under development but the current drafts should also be submitted for public review. All members of the OpenID community are encouraged to review these documents and provide feedback. Proposed by: Drummond Seconded by: Martin
Motion passed unanimously.
Marketing Update
It was reported that following a discussion on the mailing lists last week the text on the front page of the openid.net website has been revised. The status of the new logo is currently undetermined, as David is awaiting a response from its creator. The work on a new website design seems to have stalled for the moment.
The marketing committee has identified one potential external marketing firm has that has worked with foundations before.
Bill also expressed a desire to work towards setting up a membership page so that people can join online.
Core Messaging
Bill has sent out some initial work in this area, and is hoping to build from the comments recieved thus far.
Accounting Process
Johannes put together a process and published it on the board-private mailing list.
It was also proposed that a finance report be to the general business for board meetings.
Motion 4: Adopt Johannes's proposal for accounting practices that will be executed by the accountant, once hired. A finance report will be added to the general business for all future board meetings. Proposaled by: Scott Seconded by: Drummond
Motion passed unanimously.
Committee Cleanup
Having attempted to assemble a list of currently-active committees, it became apparent that many of the committees had not been formally documented by previous meeting minutes.
To rectify this situation, the board assembled the following definitive list of active sub-committees and their members.
- Trademark:
- Johannes Ernst (chair)
- David Recordon
- Bill Washburn
- Finance:
- Dick (chair)
- Scott
- Bill
- Bylaws:
- Bill (chair)
- Scott
- Marketing:
- Dick (chair)
- David (co-chair)
- Drummond
- Bill
- Membership:
- Bill (chair)
- David
- IPR:
- David (chair)
- Gabe
- Bill
- Drummond
Motion 5: Accept the above formally as the current active committee list Proposed by: Martin Seconded by: Scott
Motion passed unanimously.
Action item 3: Martin will complete the wiki page that documents the above information.
New Corporate Board Seats
Bill asked the board to review and feed back on his document about the new board seats.
In particular, we need to know what we're going to do if there are more than four applicants.
Bill is also working on a document on the benefits of sponsorship and board participation.
---
Meeting closed at 20:00 UTC
