Governance/Foundation/20Oct2014BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

October 20, 201412:00 p.m. 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:

Randy Bias (by telephone)

Tim Bell (by telephone)

Alan Clark (by telephone)

Eileen Evans (by telephone)

Toby Ford (by telephone)

Tristan Goode (by telephone)

Rob Hirschfeld (by telephone)

Vishvananda Ishaya (by telephone)

Chris Kemp (by telephone)

Van Lindberg (by telephone)

Mark McLoughlin(by telephone)

Christopher MacGown(by telephone)

Todd Moore (by telephone)

Monty Tayler (by telephone)

Troy Toman (by telephone)

Lew Tucker (by telephone)

Yujie Du (by telephone)

Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell, Chris Hodge and Mark Collier of the Foundation (all by telephone); Mark Radcliffe of DLA Piper (by telephone); and Lisa Miller of Law Office of Lisa S. Miller (by telephone). 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 Board Minutes.

Mr. Clark presented the minutes from the September 18, 2014 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board;

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

Approval of DefCore Committee Report Procedures.

Mr. Hirschfeld summarized the conclusions of the DefCore Committee Report attached as Exhibit B (“DefCore Report”). After a discussion, Mr. Hirschfeld recommended that the Board adopt the recommendations of the DefCore Report as set forth below. Upon a motion duly made and seconded the following resolution was approved by the Board with Mr. Kemp voting against the resolution and Mr. MacGown abstaining:

WHEREAS, it is in the best interest of the Foundation to adopt a more flexible approach to defining the parts of the OpenStack Project which are required for use of one or more trademarks based on the OpenStack word mark (“OpenStack Trademarks”);

WHEREAS, the DefCore Committee recommends the adoption of a two level approach, platform and components by the Board to determine the code and functions which are required to use one or more of the OpenStack Trademarks;

WHEREAS, the DefCore Committee recommends the adoption of the ten factor test set forth in the DefCore Report for designating sections of code which is required for use of one or more of the OpenStack Trademarks.

RESOLVED, the Board approves the components and platform level approach to approve code and functions required to use one or more of the OpenStack Trademarks; and

FURTHER RESOLVED, the Board approves the OpenStack Platform and the components set forth in the DefCore Report and any additions and deletions of programs and components to the OpenStack Platform and the approved components must be approved by the Board;

Approval of DefCore Report Procedures to Havana Release.

After the adoption of the DefCore Report procedures Mr. Hirschfeld summarized the proposed application of these procedures to the Havana release of the OpenStack software.. Upon a motion duly made and seconded the following resolution was approved by the Board:

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

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

Platinum Member Selection Procedure.

Mr. Clark discussed the notices received from several companies of their intention to apply for the Platinum Member position. The Foundation has not appointed a new Platinum Member and needs a procedure for the Board to review the applications for Platinum Member. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that the procedure for reviewing applications for Platinum Member summarized in Exhibit C is approved.

Establishment of the Office of Vice President- Marketing & Community Services

The Board went into executive session and discussed the need for an officer to manage marketing and community services of the Foundation. The Board determined that it was in the best interests of the Foundation to establish the office of Vice President- Marketing & Community Services. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Board creates the office of Vice President- Marketing & Community Services to manage the marketing and community services of the Foundation to serve at the pleasure of the Board.

Appointment of Vice President- Marketing & Community Services.

Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Ms. Sell is appointed as Vice President- Marketing & Community Services to serve at the pleasure of the Board.

Discussion of Certain Matters.

The Board left executive session. Mr. Clark noted that the next Board meeting was November 2, 2014. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 2:05 pm pacific standard time.

EXHIBIT A

September 18, 2014 Minutes

EXHIBIT B

DefCore Committee Report

EXHIBIT C

Platinum Member Selection Procedure