1. Helena Sims Senior Director Public/Private Partnerships Overview of the Electronic Authentication Draft Charter Presentation to the Electronic Authentication Partnership February 12, 2004

2. Draft Charter Electronic Authentication Partnership NACHA providing secretariat services Purpose: –Operating Rules –Rights and Responsibilities of parties to electronic authentication

3. Classes of Membership Organizational basis Four classes of membership: –Full - one vote –At-Large - one vote Representative Board selects two from membership one non-member –Associate - no votes –Federal Liaison - no votes

4. Categories of Membership Relying Party Credential Issuer Service or Product Provider Other Stakeholders At-Large

5. Eventually, the Electronic Authentication Partnership will be a self-sustaining, dues-based organization. Dues

6. Voting and Meetings Full and At-Large: –Elect Representative Board –Vote on any issue –Chair committee or workgroup –Approve Charter and amendments –Other actions not reserved At-Large - assure balance Associate - none of the above Quorum = 50%

7. Representative Board Assures balance of interests between membership categories Elected by Full members in their category Vote on Rules Vote on annual business plan Vote on Charter

8. Representative Board Composition Relying Party - 6 members Credential Issuer - 6 members Service or Product Provider - 4 members Other Key Stakeholders - 4 members At-Large - 3 members Total: 19 members

9. Representative Board Transition Initial Board is 20% for each category No election needed until terms beginning January 1, 2005 Staggered terms (1 and 2 years)

10. Representative Board Two successive terms Quorum = 60% 2/3 majority of members present to approve rules/amendments No compensation

11. Officers and Staff Chairperson and Vice Chairperson –Initially selected by CSIS Workgroup –Initially serve until after first membership meeting in 2005 –Subsequently, Full and At-Large members elect from Representative Board –Two-year term (no limit) Executive Director - Consultation with CSIS and NACHA

12. Operating Rules Committee Considers amendments and exceptions to the Rules Creates workgroups Chair and Vice Chair appointed by Partnership Chair Any membership category may participate

13. Workgroups Ad hoc Created by Operating Rules Committee/EAP Representative Board Chair appointed by body that created it Chair may invite non-members to participate

14. Other 2/3 vote of Representative Board to amend Charter Can create more committees Release of member action against Partnership Severability

15. Helena Sims Senior Director, Public/Private Partnerships hsims@nacha.org 703.561.3930