Governance/Foundation/2Dec2014BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF THE BOARD OF DIRECTORS OF  OPENSTACK FOUNDATION December 2, 2014Noon, 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”), by telephone 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
 * Tim Bell
 * Alan Clark
 * Eileen Evans
 * Christopher MacGown
 * Tristan Goode
 * Rob Hirschfeld
 * Chris Kemp
 * Van Lindberg
 * Mark McLain
 * Todd Moore
 * Sean Roberts
 * Boris Renski
 * Preeti Somal
 * Monty Taylor
 * Troy Toman
 * Vishvananda Ishaya (arrived at 12:30 pm)
 * Yujie Du (arrived at 1:00 pm)

Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell, and Mark Collier of the Foundation, certain community members and Mark Radcliffe of DLA Piper. Ms Miller of the Law Offices of Lisa Miller. 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.

Approval of Budget.

Mr. Bryce presented a brief overview of the updated 2015 budget which is attached as Exhibit A. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board;

RESOLVED, that the 2015 budget attached as Exhibit A is approved.

Report of Executive Director

Mr. Bryce provided a report on the activities of the Foundation for the first three quarters of 2014 and the plans for 2015. He also discussed the status of the application to the IRS for a tax exemption.

Approval of Revision to the Bylaws

Mr. Radcliffe presented a summary of the proposed revisions of the Foundation’s bylaws set forth in Exhibit B. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board;

RESOLVED, that the revisions to the bylaws set forth on are approved.

FURTHER RESOLVED, that the officers are authorized to seek the additional approvals required in the bylaws to make the revisions effective.

Presentation by Prospective Gold Members and Platinum Members

The following companies presented information on why the appointment of their companies as a Platinum Member would benefit the Foundation: Cisco Systems, Inc; EMC; Ericsson; Huawei; and Intel. The following companies presented information on why the appointment of their companies as a Gold Member would benefit the Foundation: Nebula and Symantec.

Discussion of Application for Prospective Platinum Member and Gold Members.

The Board went into executive session. The members discussed the applicants based on the criteria adopted by the Board. The Board terminated the executive session.

Decision on Nebula as a Gold Member Applicant.

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

WHEREAS, it is in the best interest of the Foundation to clarify certain issues prior to voting to appoint Nebula as a Gold Member; and

NOW, THEREFORE, BE IT RESOLVED, that the decision to admit Nebula as a Gold Member is deferred to a Board meeting prior to December 31, 2014.

Decision on Symantec as a Gold Member Applicant.

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

WHEREAS, it is in the best interest of the Foundation to clarify certain issues prior to voting to appoint Symantec as a Gold Member; and

NOW, THEREFORE, BE IT RESOLVED, that the decision to admit Symantec as a Gold Member is deferred to a Board meeting prior to December 31, 2014.

Appointment of Intel as a Platinum Member.

The Board discussed the qualifications of Intel as a potential Platinum 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 Platinum Member; and

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

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

Approval of DefCore Report Procedures to Icehouse Release.

Mr. Hirschfeld summarized the proposed application of the DefCore procedures to the Icehouse release of the OpenStack software as set forth in the Defcore Icehouse Report set forth on Exhibit C. Upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

WHEREAS, it is in the best interest of the Foundation to adopt the recommendations of the DefCore Committee in the DefCore Icehouse Report for designating code for the Icehouse release of the OpenStack software ;

RESOLVED, that the Board approves the recommendations for designating code for the Icehouse release in the DefCore Icehouse Report.

Appointment of New Members to DefCore Committee

Mr. Hirschfeld discussed the current membership of the DefCore Committee and its leadership. He recommended that: (a) the DefCore Committee be open to new members from the Board and (b) the DefCore Committee be reorganized to appoint a new co-Chairman and that each co-Chairman serve as the Chair of the DefCore Committee for one year. Upon motion duly made and seconded, the Board unanimously (Mr. Kemp abstained) adopted the following resolutions:

WHEREAS, it is in the best interest of the Foundation to adopt the recommendations of Mr. Hirshfeld relating to structure and management of the DefCore Committee;

RESOLVED, that the Board approves the recommendations of Mr. Hirshfeld to reorganize the management of the DefCore Committee and adopt the structure of two Co-Chairs for the DefCore Committee, each Co-Chair will manage the DefCore Committee for successive calendar years;

RESOLVED, that the following individuals are appointed to be additional members of the DefCore Committee: Mr. MacGown, Mr. Kemp and Ms. Somal;

RESOLVED, that Mr. Hirschfeld and Mr. MacGown are appointed as Co-Chairs of the DefCore Committee and Mr. Hirschfeld shall be the managing Co-Chair for 2015.

Discussion of Certain Matters.

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 2:15 pm PST.

EXHIBIT A

2015 Budget

EXHIBIT B

Revised Bylaws

EXHIBIT C

DefCore Icehouse Report