Governance/Foundation/6Dec2016BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

December 6, 20167:14 am PST

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 by phone for all or part of the meeting:

Alan Clark

Allison RandalAnni Lai

Edgar Magana

Egle Sigler

Imad Sousou

Kavit MunshiKenji Kaneshige

Lew Tucker

Mark McLoughlin

Rob Esler

Roland Chan

Shane Wang

Tim Bell

Tobias Ford

Todd Moore

Van Lindberg

Also present for some or all of the meeting was Mark Collier, Jonathan Bryce and Lauren Sell 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.

Approval of Board Minutes.

Mr. Clark presented the minutes from the October 28, 2016 and November 17, 2016 Board meetings. 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 October 28, 2016 attached as Exhibit A is approved.

RESOLVED, that minutes of the Board meeting on November 17, 2016 attached as Exhibit B is approved. Report by Executive Director.

Mr. Bryce provided a report on the 2017 strategy for the Foundation. A Board discussion followed. 2017 Budget.

Mr. Bryce provided a report on the proposed 2017 budget for the Foundation attached as Exhibit C (2017 Budget). After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that 2017 Budget is approved. Amendment to the Bylaws.

Mr. Clark asked Mr. Magana to review the proposed amendment to bylaws to relating to the User Committee. Mr. Magana described the proposed amendment and other changes as well as the review that had been undertaken by the Mr. Magana and the Foundation. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that Section 4.14 of the Bylaws is replaced in its entirety by revised Section 4.14 attached as Exhibit D and adding Appendix 10 which is attached as Exhibit E. Strategy Discussion.

Ms. Allison discussed strategy for the Foundation. A Board discussion followed. Possible Expansion of Members.

Mr. Wang discussed the greater interest in number of Gold Members. 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 9:00 am PST.

Exhibit A

[October 28, 2016 Board Minutes]  Exhibit B

[November 17, 2016 Board Minutes]  Exhibit C

2017 Budget Exhibit D

Revised Bylaw Section 4.14 Exhibit E

Appendix 10 to the Bylaws