Re: [Idprosc] Letters of Intent for Founding Memberships

Yes Colin this captures things well. The shortest version is let's find a way to not have Kantara incur costs unnecessarily through complications of birthing IDPro. Keeping the books and membership separate from "day 1" is one way to do that. I will get a draft response to the Board done on Thursday. On Mon, Apr 24, 2017 at 3:53 PM, Colin Wallis wrote:

Thanks Andrew

I think today's call (while you were traveling) clarified it somewhat. I think the intent was indeed to write and agree LOIs in advance of self incorporation, though the binding nature of those was going to be debatable, given the non existence of the entity.

However, much of today's discussion focussed on what would be the earliest date self incorporation that would be possible and at what cost.

The upshot of that is that Ian will begin drafting the paper to the Board to lay out the plan, referring to the main points raised in the internal paper already submitted to the Board in March. That needs to get to the Board by about May 10th latest (a week before, as per all other Board papers). In it, Ian will lay out the rationale for and ask for Board approval for self incorporation and bank account opening as soon as possible after May 18th, and also an Agreement that IDPro pays back Kantara before anything else is paid, be it lump sum or period payments. It will seek a response from the Board at or soon after the May 18th Board meeting to that request. The Board may or may not agree. As I pointed out, it's not just about the money. We know that the Board is mindful of a reputational hit on it, if IDPro fails financially in the near term

Greg believes that Counsel and Virtual itself will allow the invoices for that effort 'float' for a few months or more, to allow IDPro to get funds in to pay Kantara back, and then to pay these immediate debts. There is a lot of detail to be worked through here and bound into a formal Agreement.

The idea is then for the newly incorporated IDPro to open ID Pro's bank account and do the necessary integration with (probably) Your Membership such that at CIS in late June, IDPro can take membership dues directly, as well as sponsored funds. The LOIs will be drafted and will be sent to interested parties to support this effort and come into effect as soon as the IDPro could be incorporated, let's say for the sake of argument, 1st June.

It is appreciated by all, that IDPro is not conceivably self sufficient at the point of incorporation, as that will take perhaps 6 months or so, depending on the amount and timing of the funds collected.

This has the effect of relieving Kantara of the time and cost of restructuring the membership pages to include IDPro fees, integrating this into the payments system, collecting dues on IDPro's behalf. And it saves IDPro incurring an additional debt to pay back Kantara for this effort.

Sarah, Ian, Greg... have I captured that correctly?

Cheers Colin

Executive Director Cell: +44 (0)7490 266 778 <+44%207490%20266778> Kantara Initiative Inc. https://kantarainitiative.org/

On Mon, Apr 24, 2017 at 7:42 PM, Andrew Hughes

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wrote:

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I think Ian is referring to that point in time that Kantara is able to start accepting funds on behalf of ID Pro - basically when the 3 month notice of membership fee schedule changes has ended.

*Andrew Hughes *CISM CISSP Independent Consultant *In Turn Information Management Consulting*

o +1 650.209.7542 <(650)%20209-7542> m +1 250.888.9474 <(250)%20888-9474> 1249 Palmer Road, Victoria, BC V8P 2H8 AndrewHughes3000@gmail.com ca.linkedin.com/pub/andrew-hughes/a/58/682/ *Identity Management | IT Governance | Information Security *

On Mon, Apr 24, 2017 at 7:38 AM, Colin Wallis < colin@kantarainitiative.org> wrote:

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Yep, good thought. LOIs come in two varieties of course - binding and non binding. IDPro would ideally like the former.

Your reference to 'not having to wait for June' and 'legal entity to give it to' make me think I have missed something. Is IDPro going to self incorporate between now and June? If so, who is paying for that?

Cheers Colin

Executive Director Cell: +44 (0)7490 266 778 <+44%207490%20266778> Kantara Initiative Inc. https://kantarainitiative.org/

On Mon, Apr 24, 2017 at 3:17 PM, Ian Glazer wrote:

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All -

Andi Hindle had a great idea as to how we can start to collect funds for IDPro without actually collecting funds: letters of intent. His idea, born out of experiences with CIS and other initiatives, is to get letters of intent for founding memberships. Essentially, the LOI would be a signal that the organization plans on giving us money when there is a legal entity to give it to. The LOI would also include permission to use the organization's name in a launch press release. These LOIs would act like letters of credit that we can show the Kantara Board and other service providers.

What I really like about this is that we can get rolling collecting these LOIs asap and not have to wait for June.

What do you think?

i

-- Ian Glazer Senior Director, Identity +1 202 255 3166 <(202)%20255-3166> @iglazer https://twitter.com/iglazer

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-- Ian Glazer Senior Director, Identity +1 202 255 3166 @iglazer https://twitter.com/iglazer