Governance/Foundation/2Apr2015BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

April 2, 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
 * Egle Sigler
 * Eileen Evans
 * Imad Sousou
 * John Zannos
 * Kavit Munshi
 * Lew Tucker
 * Mark McLoughlin
 * Monty Taylor
 * Rob Hirschfeld
 * Robert Esker
 * Russell Bryant
 * Simon Anderson
 * Steve Hallet
 * Tim Bell
 * Todd Moore
 * Tristan Goode
 * Van Lindberg
 * Vishvananda Ishaya

Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, [Lauren Sell, Heidi Bretz] 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.

Approval of Board Minutes.

Mr. Clark presented the minutes from the March 3, 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 March 3, 2015 attached as Exhibit A is approved.

Summary of Vancouver Summit.

Mr. Bryce provided an overview of the status of the Vancouver Summit. Mr. Clark commented on certain meetings that are scheduled during the Summit. A Board discussion followed.

Presentation for Prospective Gold Member.

Mr. James Bottomley of Parallels presented how its Gold Membership will benefit the Foundation.

Approval of Recommendations of Compensation Committee.

Mr. Clark reported the recommendations of the Compensation Committee for the goals of Mr. Bryce for calendar year 2015. A Board discussion followed. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Board adopts the goals for Mr. Bryce attached as Exhibit B.

Approval of DefCore Updated Guidelines

The bylaws have been amended to modify the method of determining how the OpenStack trademarks will be licensed. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Board approves the guidelines designated 2015.04 set forth in Exhibit C to the Havana, Icehouse and Juno 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.

Formation of Working Group to Draft a Charter for the Diversity Committee.

The Board discussed to establish a Diversity Committee and to define the scope of its charter. The Board discussed how best to proceed. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Board appoints Imad Sousou, Egle Sigler and Kavit Munshi to develop a recommended charter for the Diversity Committee for the next Board meeting.

Discussion of Application for Prospective Gold Member.

The Board went into executive session. The members discussed the application. The Board deferred a decision on the application until the next meeting.

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 2:00 pm PST.

Exhibit A

March 3, 2015 Minutes

Exhibit B

Compensation Committee Recommendations - Executive Director 2015 Metrics

Exhibit C

2015.04 Guidelines