Governance/Foundation/28Jan2015BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

January 28, 2015Noon, 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:
 * Alan Clark
 * Alex Freedland
 * Boris Renski
 * Chris Kemp
 * Eileen Evans
 * Egle Sigler
 * Imad Sousou
 * John Zannos
 * Kavit Munshi
 * Lew Tucker
 * Mark McLoughlin
 * Rob Hirschfeld
 * Robert Esker
 * Russell Bryant
 * Sean Roberts
 * Simon Anderson
 * Steve Hallet
 * Tristan Goode
 * Tim Bell
 * Toby Ford
 * Todd Moore
 * Van Lindberg
 * Vishvananda Ishaya

Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Lauren Sell and Mark Radcliffe of DLA Piper. 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.

Introduction by the Chairman of the Board

Mr. Clark thanked the former members of the Board for their service and welcomed Mr. Bryant, Mr. Hallet, Mr. Munshi, Mr. Esker and Ms. Sigler as new members of the Board. He also described certain Board policies and procedures.

Approval of Board Minutes.

Mr. Clark presented the minutes from the November 2, 2014 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board (Mr. Bryant, Mr. Hallet, Mr. Munshi, Mr. Esker and Ms. Sigler abstained because they were not members of the Board for that meeting):

RESOLVED, that minutes of the Board meeting on November 2, 2014 attached as Exhibit A is approved.

Mr. Clark then presented the minutes from the December 2, 2014 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board (Mr. Bryant, Mr. Hallet, Mr. Munshi, Mr. Esker and Ms. Sigler abstained because they were not members of the Board for that meeting):

RESOLVED, that minutes of the Board meeting on December 2, 2014 attached as Exhibit B is approved.

Mr. Clark then presented the minutes from the December 15, 2014 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board (Mr. Bryant, Mr. Hallet, Mr. Munshi, Mr. Esker and Ms. Sigler abstained because they were not members of the Board for that meeting):

RESOLVED, that minutes of the Board meeting on December 15, 2014 attached as Exhibit C is approved.

Mr. Clark then presented the minutes from the December 18, 2014 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board (Mr. Bryant, Mr. Hallet, Mr. Munshi, Mr. Esker and Ms. Sigler abstained because they were not members of the Board for that meeting):

RESOLVED, that minutes of the Board meeting on December 18, 2014 attached as Exhibit D is approved.

Appointment of Members of the Legal Affairs Committee.

The Bylaws have been amended to eliminate the number of members on the Legal Affairs Committee under Section 4.15 of the Bylaws. The amendments to the Bylaws still require approval by the Gold Members and Platinum Members. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, subject to the approval of the amendments to the Bylaws by the required vote of the Gold Members and Platinum Members, the Board believes that it is in the best interests of the Foundation to appoint members to the Legal Affairs Committee to make recommendations to the Board.

RESOLVED FURTHER, that the Board appoints the following members to serve at the pleasure of the Board: Nissa Strottman (HP), Van Lindberg (Rackspace), Andrew Sinclair (Canonical), Brad Haque (Attachmate), Steve Pentlicki (AT&T), Rob Tiller (Red Hat), Eileen Evans (HP), Richard Fontana (HP), Ted McCullough (EMC), Dale Mohlenhoff (Cisco), Feb Cabrasawan (IBM) and George Simion (NetApp).

RESOLVED FURTHER, that the Board appoints Nissa Strottman to serve as Chair of the Legal Affairs Committee to serve at the pleasure of the Board.

RESOLVED FURTHER, that the Board appoints Eileen Evans to serve as liaison from the Board to the Legal Affairs to serve at the pleasure of the Board.

Report of Executive Director

Mr. Bryce provided a report on the activities of the Foundation for the 2014 calendar year and the plans for 2015.

Effective Date of the Bylaw Amendments

The Bylaws have been amended but the effective date of the amendments are based on a date set by the Board. However, the amendments to the Bylaws still require approval by the Gold Members and Platinum Members. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, subject to the approval of the amendments to the Bylaws by the required vote of the Gold Members and Platinum Members, the Board approves March 30, 2015 as the effective date of the amendments of the Bylaws.

Committee Reports

Mr. Hirshfeld provided a report from the DefCore Committee. A Board discussion followed. Mr. Clark had Ms. XXX provide a report on adoption of the OpenStack software by the enterprise. A Board discussion followed.

Discussion of Other Matters

Mr. Clark led a discussion about how best to coordinate with the Technical Committee. A Board discussion followed. Mr. Clark opened the discussion on issues for the Board to discuss in 2015. A Board discussion followed. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 2:00 pm PST.

Exhibit A

November 2, 2014 Minutes

Exhibit B

December 2, 2014 Minutes

Exhibit C

December 15, 2014 Minutes

Exhibit D

December 18, 2014 Minutes