Governance/Foundation/17May2015BoardMinutes

MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

May 17, 20159:10 am, Pacific Standard Time

The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), at the Fairmont Pacific Rim hotel in Vancouver, Canada at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:


 * Alan Clark
 * Alex Freedland (arrived at 10:20 am)
 * Boris Renski
 * Egle Sigler
 * Eileen Evans
 * Imad Sousou
 * John Zannos
 * Kavit Munshi
 * Lew Tucker
 * Mark McLoughlin
 * Monty Taylor
 * Randy Bias
 * Chris Hodge
 * Rob Hirschfeld
 * Tobias Ford
 * Robert Esker
 * Russell Bryant
 * Simon Anderson
 * Steve Hallet
 * Tim Bell
 * Todd Moore
 * Tristan Goode
 * Van Lindberg
 * Vishvananda Ishaya

Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Lauren Sell, Heidi Bretz, Tom Fifield, Chris Hoge, Scott Raschke, Jeremy Stanley of the OpenStack Foundation, Heather Kirksey, Director OPNFV Project, Chris Price of Ericsson and Mr. Zemlin of the Linux Foundation; Mark Radcliffe of DLA Piper and certain members of the community. Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes.

New Board Members.

Mr. Clark noted that Nebula resigned as a Gold Member and consequently Mr. Kemp is no longer a Gold Member director and Aptira decided to replace Mr. Goode with Mr. Chan as their Gold Member director. He welcomed Roland Chan as the new Gold Member director from Aptira. He thanked Mr. Goode and Mr. Kemp for their service.

Approval of Board Minutes.

Mr. Clark presented the minutes from the April 2, 2015 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board (Mr. Bias abstained):

RESOLVED, that minutes of the Board meeting on April 2, 2015 attached as Exhibit A is approved.

Report of the Executive Director.

Mr. Bryce provided an overview of the status of the OpenStack project and provided an update to the Board strategy sessions from the Board meeting New York. A Board discussion followed.

Report of DefCore Committee and Approval of Updated Guidelines.

Mr. Hirschfeld and Ms. Sigler provided a report on the updated guidelines from the DefCore Committee. Mr. Hirschfeld discussed the 2015.05 Guidelines. A Board discussion followed. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Board approves the update to the DefCore process designated 2015.05A set forth in Exhibit B.

FURTHER RESOLVED, that the Board approves the revised guidelines designated 2015.05 set forth in Exhibit C for Icehouse, Juno and Kilo releases provided that these changes will only apply to the licensees of the OpenStack trademark who have executed new trademark licenses which reference these new requirements.

Report of Transparency Committee.

Mr. Hallet and Mr. McLoughlin reported on a proposed change to the manner in which the Transparency Policy is amended. A Board discussion followed.

Report of Working Group on Diversity.

Ms. Sigler and Mr. Sousou reported on the proposed charter for the Diversity Working Group. The Board discussed the formation of a Diversity Work Group to encourage participation by the community. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Board approved the formation of the a Diversity Working Group with the initial members being Imad Sousou, Egle Sigler and Kavit;

FURTHER RESOLVED, that the Board adopts the charter for the Diversity Working Group proposed with certain modification and the final version of the charter is attached as Exhibit D.

Discussion of Community Feedback.

Mr. Chan discussed the need for more information from community based on their participation. A Board discussion followed.

Discussion of Corporate CLA.

Ms. Evans discussed the implementation of greater automation of the use of Corporate CLAs. A Board discussion followed.

Executive Session. The Board went into executive session. The members discussed Parallels as a potential Gold Member based on the criteria adopted by the Board. The Board terminated the executive session.

Appointment of Parallels as a Gold Member.

The Board discussed the qualifications of Parallels as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted the following resolution (Mr. Chan, Mr. Hirshfeld, Mr. Hallet and Mr. Moore abstained):

WHEREAS, it is in the best interest of the Foundation to admit Parallels as a Gold Member; and

WHEREAS, upon execution of the Gold Member Agreement, Parallels should be admitted as a Gold Member.

NOW, THEREFORE, BE IT RESOLVED, that Parallels is admitted as a Gold Member upon the execution of the Gold Member Agreement.

Presentation on OPNFV. Heather Kirksey, Director OPNFV Project, Chris Price of Ericsson and Mr. Zemlin of the Linux Foundation presented a discussion of OPNFV and how it works with the OpenStack Project.

Discussion of Other Matters

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 5:00 pm PST.

Exhibit A

April 22, 2015 Minutes

Exhibit B

2015.05A Guidelines

Exhibit C

Revised 2015.05 Guidelines for Icehouse, Juno and Kilo Releases

Exhibit D

Charter of the Diversity Working Group