Governance/Foundation/07Sept2012BoardMinutes

= MINUTES OF A TELEPHONIC MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = September 7, 2012<> 10:07 a.m. Pacific Time<>

The following are the minutes of a telephonic meeting of the Board of Directors (the "Board") of OpenStack Foundation, a Delaware corporation (the "Foundation"), at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:

Simon Anderson<> Lew Tucker<> Randy Bias<> Boris Renski<> Joshua McKenty<> Kyle MacDonald<> Jon Mittelhauser<> Jim Curry<> Brian Stevens<> Todd Moore<> Tristan Goode<> John Igoe<> Alan Clark<> Eileen Evans<> Robert Hirschfeld <<BR>> Jesse Andrews<<BR>> Troy Toman<<BR>> Ben Du<<BR>> Tim Bell<<BR>> Sean Roberts<<BR>> Tobias Ford<<BR>> Tzi-cker Chieuh<<BR>> Hui Cheng<<BR>>

Also present for some or all of the meeting were Tsugikazu Shibata of NEC, Jonathan Bryce of the OpenStack Foundation, Vin Sharma of Intel Corporation, Lloyd Dewolf of Piston Cloud Computing, Dan Wendlandt of VMware, Mathew Lodge of VMware and Mark Radcliffe of DLA Piper.

Mr. Clark called the meeting to order and served as Chairman. Mr. Clark asked Mr. Radcliffe to serve as Secretary of the meeting and record the minutes.

Presentations for Prospective Gold Members.
Mr. Wendlendt of VMware presented its contributions to the Foundation and how its Gold Membership will benefit the Foundation.

Amendment to the Bylaws relating to Board Discussions.
The Board discussed the value of having a private discussion in executive session to discuss the candidates for Gold Members and Platinum Members. Upon motion duly made and seconded, the Board voted by more than two thirds of the attendees (Jesse Andrews abstained from the vote and the following members voted against the motion: Jon Mittelhauser, Alan Clark and Troy Toman) to delete Section 4.16 in its entirety and replace it with the following new Section 4.16:

"4.16	Open Meetings and Records. Except as necessary to protect attorney-client privilege, sensitive personnel information and discuss the candidacy of potential Gold Members and Platinum Members, the Board of Directors shall: (i) permit observation of its meetings by Members via remote teleconference or other electronic means, and (ii) publish the Board of Directors minutes and make available to any Member on request other information and records of the Foundation as required by Delaware Corporate Law."

Additional Presentations for Prospective Gold Members.
Mr. Shibata of NEC presented NEC’s contributions to the Foundation and how its Gold Membership will benefit the Foundation. Mr. Sharma of Intel presented Intel’s contributions to the Foundation and how its Gold Membership will benefit the Foundation.

Approval of the Asset Transfer Agreement.
Mr. Radcliffe provided an overview of the terms of the Asset Transfer Agreement and the changes from the prior draft. The Board discussed the terms of the Asset Transfer Agreement and certain directors proposed certain modifications. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Asset Transfer Agreement attached as Exhibit A with the modifications proposed by the Board is adopted.

Appointment of a Member to User Committee.
The Board discussed the User Committee and the appropriate background for the Board representative. The Board discussed various candidates for the role. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that Mr. Bell is appointed as the member of the User Committee as the Board’s representative to serve at the pleasure of the Board.

Executive Session.
The Board went into executive session and all attendees other than Board members left the meeting with the exception of Mr. Bryce and Mr. Radcliffe. The Board discussed the advisability of admitting the candidates for Gold Member.

Appointment of VMware as a Gold Member.
The Board ended the executive session. The Board discussed the qualifications of VMware as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted the following resolution (Mr. Renski and Mr. Andrews dissented):

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

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

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

Appointment of NEC as a Gold Member.
The Board discussed the qualifications of NEC as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board adopted the following resolution (Mr. Bias dissented):

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

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

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

Appointment of Intel as a Gold Member.
The Board discussed the qualifications of Intel as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

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

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

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

Approval of the Executive Employment Agreement and Employee Proprietary Information and Assignment Agreement.
Mr. Clark provided an overview of the terms of Executive Employment Agreement and the Employee Proprietary Information and Assignment Agreement for Mr. Bryce. The Board discussed the terms of the agreements. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Executive Employment Agreement and Employee Proprietary Information and Assignment Agreement attached as Exhibit B are adopted.

There being no further business to come before the Board and upon motion duly made and seconded, the meeting was then adjourned

Respectfully submitted,

Mark Radcliffe<<BR>> Secretary of the Meeting

APPROVED:

Alan Clark<<BR>> Chairman of the Meeting