Governance/Foundation/28July2015BoardMeetingMinutes

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF  OPENSTACK FOUNDATION July 28, 20159:13 am, Central 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”), at the J.W. Marriott Hotel in Austin, Texas 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
 * Egle Sigler
 * Eileen Evans
 * Imad Sousou (by telephone)
 * Kavit Munshi (by telephone)
 * Lew Tucker
 * Mark McLoughlin
 * Monty Taylor
 * Randy Bias (joined at 10:47 am by telephone)
 * Robert Esker
 * Rob Hirschfeld
 * Tobias Ford
 * Roland Chan
 * Russell Bryant
 * Shane Wang
 * Simon Anderson (by telephone)
 * Steve Hallet
 * Tim Bell
 * Todd Moore
 * Tsugikazu Shibata
 * Van Lindberg

Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Lauren Sell, Chris Hoge, Danny Carreno, Heidi Bretiz and Heidi Joy Tretheway of the OpenStack Foundation, Mark Radcliffe of DLA Piper and certain members of the community. 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.

New Board Members.

Mr. Clark noted that Mr. Ishaya has resigned as a director (he was an Individual Member director). He welcomed Mr. Wang as a new Individual Member director and Mr. Shibata as a new Gold Member director from NEC. He thanked Mr. Ishaya for his service.

Approval of Board Minutes.

Mr. Clark presented the minutes from the May 17, 2015 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 May 17, 2015 attached as Exhibit A is approved.

Report of the Executive Director.

Mr. Bryce provided an overview of the Vancouver Summit, plans for the Tokyo Summit and the status of the OpenStack project. A Board discussion followed.

Report of Working Group on Diversity.

Ms. Sigler reported on the proposed charter for the Diversity Working Group. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that the Board adopts the charter for the Diversity Working Group proposed with certain modification and the final version of the charter is attached as Exhibit B.

Report of Transparency Committee.

Mr. Hallet stated that he has resigned as Chair of the Transparency Committee due to business commitments. Mr. Munshi has agreed to act as the Chair of the Transparency Committee. Mr. Munshi provided a report on the status of the Transparency Committee to the Board. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

RESOLVED, that the Board accepts Mr. Hallet’s resignation as the Chair of the Transparency Committee and appoints Mr. Munshi to act as Chair of the Transparency Committee to serve at the pleasure of the Board.

Report of DefCore Committee and Approval of Updated Guidelines.

Mr. Hirschfeld and Ms. Sigler provided a report on the updated guidelines from the DefCore Committee. Mr. Hirschfeld discussed the 2015.07 Guidelines. A Board discussion followed. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Board approves the update to the DefCore process designated 2015.07 set forth in Exhibit C.

FURTHER RESOLVED, that the Board approves the revised guidelines designated 2015.05 set forth in Exhibit D and 2015.07 for Icehouse, Juno and Kilo releases provided that these changes will only apply to the licensees of the OpenStack trademark who have executed new trademark licenses which reference these new requirements.

Report of DefCore Committee.

Ms. Sigler reported on the additional activity of the DefCore Committee.

Discussion of CLA Process.

Ms. Evans discussed the implementation of greater automation for Corporate CLAs and the potential adoption of the DCO procedure instead of the Independent CLA for individual contributors. A Board discussion followed. The Board requested Mr. Radcliffe to prepare a summary of the legal issues in adopting the DCO procedure for individual contributors and to discuss the issues with the Legal Affairs Committee and any other inhouse counsel who are interested. This presentation should be completed to enable the Board to vote on the issue at the next Board meeting.

Gold Member Presentation

Fujitsu Limited (“Fujitsu”) provided a presentation on its application for Gold Member.

Executive Session.

The Board went into executive session. The members discussed Fujitsu as a potential Gold Member based on the criteria adopted by the Board. The Board terminated the executive session.

Reports

Mr. Kyle Mestery, the PTL for Neutron, provided a presentation on Neutron. A Board discussion followed.

Appointment of Fujitsu as a Gold Member.

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

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

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

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

Reports

Ms. Barrett of Intel, Mr. Tahir of EMC, Ms, Grober of Huawei and Mr. Kanevsky of Red Hat provided a report on the activity of the Product Working Group. A Board discussion followed.

Mr. Bias discussed how to incorporate other projects into the OpenStack Project. A Board discussion followed.

Discussion of Other Matters

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 5:00 pm CST.

Exhibit A

May 17, 2015 Minutes

Exhibit B

Charter of the Diversity Working Group

Exhibit C

2015.07 Guidelines

Exhibit D

Revised 2015.05 Guidelines for Icehouse, Juno and Kilo Releases