Stewards Council Telecom: 2010 October 6

Stewards Council Telecon: 2010 October 6 - call to start at 9:15 PST, 12:15 EST - 1-201-793-9022 passcode 7990866#

Attending

 * Mary Ruddy
 * Dean Landsman
 * John Bradley
 * Paul Trevithick
 * Drummond Reed
 * Dan Perry
 * Joseph Boyle
 * Markus Sabadello
 * Kaliya Hamlin

Agenda

 * Review of agenda
 * Volunteer to take notes

ITEMS

1) Status update reports - 1-3 minute from each project.


 * OpenID, ICF, ID-Media and ID Futures, Project VRM, DataPortability, OSIS, ID-Legal, Kids Online, IIW, User-Centric Health, Higgins

2) New working group interest.

4) Upcoming events: IIW-Europe and IIW-11, RSA planning

5) Progress on IC3 and other infrastructure items

Minutes

 * Mary: We will start with Dean and his update on VRM.
 * Dean: [VRM] We had an extremely successful meeting in August. Since then we have been spending most of our energy on the reorganization of VRM. As Doc moves out of his most official Berkman fellowship, we remain welcome at Berkman and Harvard. VRM will become its own entity. We are doing work on what we will be and how we will be it. This is the main topic on the next call just before IIW: how to proceed once we are mostly independent of Harvard. There is a VRM call in a few minutes, so we need to get through that agenda item [IC3] before the 10:00 call.
 * Mary: At IIW, we had a couple of IC3 working meetings and agreed to create a draft term sheet for what we are calling IC3.  That has been posted to the Bingo list.  We were also tasked with making outreaches to some other related communities, which we are doing.  So far there have been no objections to the term sheet that was posted, so we are moving forward.   ICF has issued a formal statement is support of IC3.
 * Drummond: Is there any new word from Tony in the last 12 hours?
 * Drummond: Only response was to ICF’s statement about ICF.
 * Mary: At one point we had talked about raising some initial funding to bootstrap making the desired legal and accounting changes. We now believe that we can bootstrap the accounting changes to facilitate the fundraising, so we are proposing going ahead with the changes that we can make.
 * Dan: Let me make sure we are clear on this. Is the ultimate goal to be an international entity? Or we just interested in becoming more international.
 * Mary: We have a goal of evolving Identity Commons to meet the needs of the community. One of requested objectives is to make Identity Commons more international.  Ultimately that would mean creating a new international entity.  Right now we don’t have the funding in the bank to pay for an international lawyer, so we are moving forward with making the changes we can to bootstrap getting more funding to pay for the additional changes.
 * Dan: I’ve communicated with my CPA since we talked yesterday, and done some tax research. I don’t see any obstacles to what we want to do. We want to facilitate the working groups by taking some administrative burden off the WG’s. Don’t expect that there would be tax or legal issues. We have approximately $7,300 dollars in our accounts. Our check writing volume is so low that we don’t need to automate. We can do QuickBooks online for $40 month for the hosted service. We are only talking about $500 year (plus accounting labor to maintain this type of account.) I don’t know that QuickBooks improves anything for us. It does provide online account access.  Access still needs to be constrained to  the treasurer and others authorized to access the accounts. If it makes us look like we are stepping up, then we can do it. We can spend $500 to handle more processing. I don’t think we need to make any changes in the Bylaws to facilitate working groups. if working groups request dollars, the stewards council can vote on it like any other business. In this context the lightweight status of IC insulates us from too much liability.
 * Mary: Dan, I appreciate that in your role as treasurer, you always remind us to be watchful of our cash flow.  As always, we manage to our (low) budget.
 * Paul: I have a question. I don’t understand your assertion that the lightweight structure of Identity Commons protects us from liability.
 * Dan: Speaking as a lawyer, there is always potential for liability, but if a group requests money and the stewards turn it down, could they sue? yes, would they win? No
 * Dean: Have we done a cost benefit analysis of this, of concrete vs. abstract benefits… that the anticipated contributions cover this and give us the ease to be more productive and better off.
 * Mary: Companies have indicated they would like to make directed donations.
 * John: The only issue is we need to be concerned about “fronts”. Once you get into directed funding, as a nonprofit we need to be sure that working groups aren’t used as fronts for activity that is inconsistent with IC’s purpose.
 * Mary: Consistency of purpose is very important.
 * Dan: I did discuss this with my CPA about making sure we are not jeopardizing our 501c6 status. If we accept donations consistent with our corporate mission, we are ok.
 * John: But we are also letting people create working groups.
 * Dan: Yes.
 * Mary: All working group charters must be consistent with the IC purpose, and are voted on.  So far there have not been any issues. We have a process for  voting in new charters, and voting out working groups that are no longer actively addressing the mission.
 * John: Need to make sure we stick with this.
 * Dan: Mary had expressed interested in how we provide administrative assistance to working groups.  I routinely give groups advice on setting up entities. Ideally we want to eliminate the need to create so many new orgs. I think we have enough people on board to carry the water.
 * Dean: We would not need to make any changes in our existing process. We now vet all WG’s for entry to IC, we do this in a manner that works quite well. Do you think we need to make any changes?
 * Dan: I don’t think so, and we can make changes to the Bylaws quickly if needed. I advise only make changes to the Bylaws when necessary. When we see changes that we need, we can make the changes very quickly.
 * Drummond: Are you saying that we could announce we now accept directed funding, and that a company could write us a check and say that we want those funds directed to specific groups?
 * Dan: Yes. When you say directed to groups, we would hold the $$ in trust. If 50K check comes in and it is directed to A, we put $50K in the A account. Then the A working group can request that checks are cut against these funds.
 * Mary: There are two ways for this to proceed.  If the money is directed to a working group that is not a separate org, we would create a journal entry for them with the $$. If the working group is a separate org, we would cut a check for the working group if they wished.
 * Drummond: Agree with everyone but the wished.
 * Dan: Remember, the entity might have reasons (tax) not to get all the $$ in one lump sum. That can be easily handled. For example, “Company X just gave us $$ for your [org] working group’s benefit. How do you want to it handled?
 * Drummond: We can just do email, and have each working group have a designated person responsible for funding.
 * John: An entity can just do it, and won’t need any oversight.  A working group needs to discuss how to proceed.
 * Dan: The Stewards retain oversight authority for IC. If dollars are donated and the funding is consistent with the IC purpose, there would be no need for express action. If the funds are directed to a working group, there is just an [accounting] ledger entry. If dollars come in and the direction is not consistent then we would need to reject the donation or work with the donor so that the purpose is  constant with the corporate mission. If the $$ is donated to the core, then the stewards would need to vote on how it is spent.
 * Drummond: Plus there are IC general overhead costs, so some of each donation needs to stay with the core.  Also donations could be directed to the core.
 * Mary: Funding can also be directed to a focus area, which is a working group that coordinating a project that involves multiple working groups.   A working group can be part of multiple focus areas.
 * Drummond: I agree. Can we just do that under the existing Bylaws?
 * Dan: Yes. I would urge us not to make any changes until we have to. We have done directed funding before.
 * Drummond: I want to be able to direct funding to focus groups.  I think we can effectively do this.
 * Drummond: So we keep doing what we can to make it more international, but not create a new [international] entity until is clear that we need to and have the funding.
 * Dan: I want to declare victory.
 * Drummond: Yes, want to move to being now in that mode and move sponsors and working groups to actually do that. Correct me if I’m wrong.
 * Paul: I heard through the grape vine that the name IC might be a barrier. Is that an issue?
 * Dean: For what it’s worth, I’ve never heard that as an issue. Various people have offered up items, but I haven’t heard an issue with the name.
 * Mary: Some have mentioned it to me.
 * Drummond: It’s  not off the table. If it is a barrier,  we can address it.
 * Dean: I just got a name for a different project the site i2collective. We went through a lot before deciding on  the name.
 * Dan: I don’t think we can decide the name on this call.
 * Dean: I need to jump off.  Now I will talk to the VRM team.
 * Drummond: I will drop off also to lobby for IC3.
 * Dan: Is VRM’s mission consistent with IC’s?
 * Drummond: It is. The question is if IC had the ability to accept directed funding, would VRM need to create its own legal entity as it leaves Harvard.  Directed funding is important.
 * Dan: We are happy to oblige.
 * Drummond: If don’t have to take a vote, that is great.
 * Mary: I will follow-up with Drummond
 * Dan: I commend you on your timing.
 * Mary: The next step is I need to write this [i3] up at a level of detail below the term sheet. (Details about how funds are directed, etc.)
 * Paul: I’m interested in one additional agenda item.
 * John: We could spend some of the remaining time on OSIS I6.
 * Mary: Yes. We need to talk more about it.  We should take up that item.
 * Mary: John, please summarize.
 * John: To get a room for a day at RSA is 50K. So Kantara is looking for speakers and pods to justify this. One of the ways to deal with this is to roll the OSIS interop into the Kantara event. The participating companies could pay their 2.5K to participate. But we need to identify 10 pod participants, else there isn’t enough money to go ahead. Since RSA is earlier this year, the go-no-go is Oct 11. Can we put Azigo down for this?
 * Paul: Is this a non refundable commitment? So 25k of pods?
 * Mary: $25K of pods and 25K for speakers.
 * John: Between pods and speakers, need to identify the dollars. The participants they identify have overlap with those we identify.
 * John: The question is, is it important to have an event in RSA? Or are we ambivalent?
 * Paul: Yes, we have done a number of events. Before, Mary felt this was useful to support information cards.
 * Mary: Yes, it put us on the map.
 * Paul: Yes, and we’ve done that. The next effort is the lighthouse projects.
 * Paul: If we don’t go forward together, there may not be one.
 * Paul: I would vote in favor of ICF spending 2.5K to support this.
 * Mary: We can make this a topic on the board call.
 * Paul: And generate support.
 * John: If can build critical mass, can get NIH and GSA to participate..
 * Mary: Adjourn at 1:13.