Governance/Foundation/12Feb2013BoardMinutes

February 12, 201310:00 a.m. Pacific Time
The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware non-stock, non-profit corporation (the “Foundation”), held at 620 Folsom Street, San Francisco, CA 94105 at the above time pursuant to notice duly given to all directors. The following directors were present for the meeting:
 * Nick Barcet
 * Tim Bell (by telephone)
 * Randy Bias
 * Devin Carlen (by telephone for morning sessions only)
 * Alan Clark
 * Eileen Evans
 * Toby Ford
 * Tristan Goode
 * Rob Hirschfeld
 * Kyle MacDonald (left at 2:45)
 * Joshua McKenty
 * Mark McLoughlin
 * Todd Moore
 * Boris Renski
 * Sean Roberts
 * Lauren Sell
 * Brian Stevens
 * Monty Taylor
 * Troy Toman
 * Lew Tucker

The following directors were not present at the meeting: Simon Anderson, Hui Cheng, Jim Curry, and John Igoe.

Also present for some or all of the meeting were Jonathan Bryce of the Foundation, Mark Collier of the Foundation, Lisa Miller of the Law Office of Lisa S. Miller, Mark Radcliff of DLA Piper (by telephone), Alice King of Rackspace, Nissa Strottman of HP, Steve Pentliki of AT&T, Ryan Lane of Wikimedia, and Julia Dechance of Cisco.

Following roll call, Mr. Clark determined a quorum was present and called the meeting to order. Mr. Clark served as Chairman. Mr. Clark asked Ms. Miller to serve as Secretary of the meeting and record the minutes.

Approval of Board Minutes.
Upon motion duly made and seconded, the Board unanimously (except Mr. Moore who abstained from the vote) adopted the following resolution:

RESOLVED, that the minutes of the Board meeting on January 31, 2013 are approved.

Review Current Meeting Policies.
Mr. Clark summarized the policies currently in place for meetings of the Board. The members of the Board held a discussion.

Committee Updates.
Mr. Lane and Mr. Bell (via telephone) presented an overview of the status of the User Committee. The members of the Board held a discussion.

Ms. King and Ms. Strottman of the Legal Affairs Committee presented proposals related to certain intellectual property issues and risks faced by the Foundation. The members of the Board held a discussion. The Board requested that the Legal Affairs Committee take the discussion into consideration, continue to develop (in conjunction with a broader group of member companies) the intellectual property proposals, and report back to the Board.

Mr. Roberts presented an overview of the Finance Committee.

Transparency and Board Operations.
Mr. McKenty presented an overview of current transparency issues arising in the Foundation. The members of the Board held a discussion and Mr. McKenty agreed to form a subcommittee to review the issues and present a proposal to the Board at a later date.

Executive Director Update.
Mr. Bryce presented an overview of the current status of the activities of the Foundation including, but not limited to, a discussion of amendments to the previously approved 2013 budget. After a motion duly made and seconded, the Board unanimously (except for Ms. Sell who abstained from the vote) adopted the following resolution:

WHEREAS, the Board has previously adopted a budget for 2013; and

WHEREAS, the Board has received and reviewed proposed amendments to the 2013 budget.

NOW, BE IT RESOLVED, that the Board approves the amended 2013 budget as proposed.

Ms. Sell presented a marketing update to the Board. The Board held a discussion.

Strategy Discussion.
Mr. Bryce led a discussion of the Foundation’s strategy and goals. The members of the Board divided into small groups for further discussion and made presentations to the group as a whole.

Student Outreach.
Mr. Hirschfeld proposed a project tentatively titled the “Summer of Cloud” as a way to reach out to university and high school students and encourage involvement. The members of the Board held a discussion.

Terminology Used by Foundation.
Mr. Barcet led a discussion of certain terminology used by the Foundation’s community. The Board held a discussion.

Individual Member Election Issues.
Mr. Moore presented an overview of certain issues surrounding the election of individual board members. After a motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the following members of the Board shall be appointed to an Election Committee, to be chaired by Mr. Moore:
 * Todd Moore
 * Tristan Goode
 * Rob Hirschfeld
 * Tim Bell
 * Monty Taylor
 * Troy Toman
 * Mark McLoughlin, and
 * Hui Cheng

; and

FURTHER RESOLVED, that the Election Committee shall review the eligibility of Individual Directors and the Individual Director election process and make recommendations to the Board.

There being no further business to come before the Board and upon motion duly made and seconded, the meeting was adjourned at 6:00 p.m. Pacific Time.