Date: 2022-06-16

Location: Zoom

Peter Huisma, Pierre Jasmin, John-Paul Smith, Dennis Adams, Gary Oberbrunner

Minutes

• Directors' Meeting called to order at 11am EDT on June 16, 2022
• Primary agenda topic: completing the transition to ASWF and dissolution of the OFX Association
• Directors considered the membership position of Foundry, NewBlue, Digital Anarchy, but as they have not paid in several years, they were struck from the voting members list.
• Associate (open source) members do not have a vote, per directors' decision
• Directors considered the objects of the new ASWF Series LLC regarding aims of the current Association organization, and are satisfied that the new LLC has similar enough aims to the current association to permit the legal transfer
• Directors considered the IP and asset protection requirements of the current association and are awaiting confirmation from ASWF
• J-P will ask lawyer to draft a resolution for the vote
  • Discussion of what documents need to accompany the resolution
  • J-P will get also letter of engagement from lawyer; Directors to approve it
• Directors agree that the call for vote of the Association's dissolution and transfer to ASWF will be sent via email to all voting members
• The vote will be worded so as to authorize the Directors to finalize the transfer of the Association and its assets to the new Series LLC and to dissolve the Association
• Discussion of remaining funds: pay lawyer and final dissolution
• J-P noted that we can start organizing ourselves under the ASWF before the vote and/or dissolution of the Association org, so we can start that process now.
• Peter noted that Association's final taxes will need to be filed by Sept 30, 2022 (for 2021 tax year plus 2022). Our financial year is the same as the calendar year.
• Meeting was adjourned at 11:41am EDT