Governance/Foundation/16Nov2012BoardMinutes

= MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = = November 16, 20129:00 a.m. Pacific Time = The following are the minutes of a special meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, non-profit corporation (the “Foundation”), held via teleconference and webinar at the above time pursuant to notice duly given to all directors. The following directors were present for the meeting:

Simon Anderson

Jesse Andrews

Tim Bell

Randy Bias

Hui Cheng

Alan Clark

Jim Curry

Eileen Evans

Tobias Ford

Tristan Goode

Robert Hirschfeld

Jon Mittelhauser

Todd Moore

Boris Renski

Sean Roberts

Brian Stevens

Monty Taylor

Troy Toman

Lew Tucker

The following directors were not present at the meeting: Tzi-cker Chieuh, Yujie (“Ben”) Du, John Igoe, Kyle MacDonald, and Joshua McKenty.

Also present for some or all of the meeting were Jonathan Bryce of the OpenStack Foundation, Mark Collier of the OpenStack Foundation, and Lisa Miller of the Law Office of Lisa S. Miller.

Following roll call, Mr. Clark determined a quorum was present and called the meeting to order. Mr. Clark served as Chairman. The Board asked Ms. Miller to serve as Secretary of the meeting and record the minutes.

Update on January Election.
Mr. Bryce gave an update to the Board on the January elections. The members of the Board had a discussion.

Approval of Changes to Elections of Individual Members of the Board.
Mr. Goode and Mr. Clark presented proposals for improving the process of electing individual board members, including those options that were presented to the community by the Board in a letter dated November 13, 2012 and attached hereto as Exhibit A. The members of the Board discussed the proposals and determined that it was in the best interest of the Foundation to adopt the following resolutions.

Mandatory Questions for Nominees
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, Section 4.2(d)(iii) of the bylaws of the Foundation provides that any individual member nominated for a position on the Board (a “Nominee”) “must have completed an application for a director with information determined by the Board of Directors.”

RESOLVED, that the questions listed on the attached Exhibit B shall be a mandatory part of a Nominee’s application for a position on the Board.

Education of Electorate
Mr. Bryce took the action to inform the electorate on the reasons for individual members of the Board, to explain their role, the importance of diversity on the Board and to provide guidance for members to use these criteria to assess their voting.

Cumulative Voting Process
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Board will bring in outside experts and conduct a proper legal review before making changes to the cumulative voting process prior to the next election.

Approval of Board Minutes.
Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the minutes of the Board meeting on November 2, 2012 are approved.

There being no further business to come before the Board and upon motion duly made and seconded, the meeting was adjourned at 10:20 a.m. Pacific Time.

Respectfully submitted,

Lisa Miller

Secretary of the Meeting

APPROVED:

Alan Clark

Chairman of the Meeting

= EXHIBIT A =

LETTER TO COMMUNITY
From: "Alan Clark" <[mailto:aclark@suse.com aclark@suse.com]>

Subject: Foundation Board discussing how to improve the Individual Director election process, community input wanted

Date: November 13, 2012 7:17:38 AM CST

To: <[mailto:foundation@lists.openstack.org foundation@lists.openstack.org]>

Dear OpenStack Foundation Members,

There has been much discussion in the Community recently, including during the breakfast with the Board sessions at the last Summit, regarding how Individual Members are elected to the Board. As a result of this feedback, the Board has begun discussing how to improve the Individual Director election process and wants to solicit additional community input on some steps for future elections. Informal conversations after the Summit led the Board, as a first step, to establish a sub-committee composed of primarily Individual Members. That sub-committee distilled the ideas received to date into a few critical issues in order that the Board can go back to the Community with proposals for review and comment, and work towards implementing reforms if necessary.

In the course of these meetings and during the Board meeting of November 2, the sub-committee and the Board considered a broad range of options for improvements to the Individual Member Director election process and rules, including those that would require a change to the bylaws of the Foundation. An etherpad detailing all of the potential options explored and discussed is at https://etherpad.openstack.org/Board-2012-VotingProposals.

Given the short time between the November 2 Board meeting and the commencement of the January 2013 Individual Member Director election process in late November (request for nominations), the sub-committee and Board concluded that it would not be feasible to make any changes to the process for this election cycle that would require a change to the bylaws and approval by the Foundation membership. However, a number of well thought out options were developed that would not require a change to the bylaws to be adopted for the January 2013 elections, and we would like to present these proposals to the Community and Membership for discussion and feedback, as set out below. The Board would like to emphasise to the Community that Individual Member Director election process proposals that do require bylaw changes will definitely be a priority for the Board and membership following the January 2013 election, with plenty of time for careful framing, discussion, debate and adoption prior to the January 2014 election."

There were four proposed actions for improvement of election processes that the Board identified as being able to be implemented in the short term which would not require bylaw changes and the Board wishes to present these to the Community for wider discussion.

Firstly, for the August 2012 election, four questions were produced from mailing list input and put to each election candidate, some of whom responded and some did not. It is the Board's recommendation that we develop this into a compulsory procedure where a nominated candidate is required to make a clear statement of the candidate's contribution to OpenStack. How this is proposed to be structured is open for the Community to discuss, be it reliant on the existing four questions or extended into further qualitative or quantitative measures. The Board feels it is very important for the nominees to present this information clearly for the Community's informed choice.

Secondly, the Board would like to more clearly inform the electorate on the reasons for individual members of the Board and explain their role, the importance of diversity on the Board, be that international, cultural, technological, gender or otherwise, the role of the Individual members for who and or what they represent, and provide guidance for members to use these criteria to assess their voting choice.

Thirdly, the Board asks that all organisations act honourably, be respectful and demonstrate responsibility and guide their staff to vote according to the best interests of the Community, and not their organisation. OpenStack's life blood is the Community. By implementing suitable measures in place from the first and second proposals providing detailed explanations of candidate contribution and with Foundation guidance of the functions of the Individual Members, the Board is hopeful this will inspire everyone to make an informed choice and vote for candidates who best represent the Community.

Fourthly, the Board is exploring options not requiring by-law changes and that fall within the current cumulative voting structure which will help to create a balanced representation of candidates from affiliated organisations, independents and minorities.

The Board are meeting on the 16th of November and seek to approve and publish the results of these Community proposals on the 19th of November, a week before the Individual nominations open on November 26th.

As a supplement to the discussion on this Foundation mailing list, We have provided an etherpad for discussion of these four short term proposals at https://etherpad.openstack.org/2013-Individual-Elections, and Board members will be maintaining a presence in #openstack-community for general Q and A.

Regards,

OpenStack Foundation Board of Directors

= EXHIBIT B =

APPLICATION QUESTIONS
What is your relationship to OpenStack, and why is its success important to you? What would you say is your biggest contribution to OpenStack’s success to date?

Describe your experience with other non-profits or serving as a board member. How does your experience prepare you for the role of a board member?

What do you see as the Board’s role in OpenStack’s success?

What do you think the top priority of the Board should be during the OpenStack Foundation’s next year?