Governance/Foundation/18Sept2012BoardMinutes

= MINUTES OF A TELEPHONIC MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = September 18, 2012<> 8:00 a.m. Pacific Time<>

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 for all or part of the meeting:

Simon Anderson<> Lew Tucker<> Boris Renski<> Kyle MacDonald<> Brian Stevens<> Todd Moore<> Tristan Goode<> John Igoe<> Alan Clark<> Eileen Evans<> Robert Hirschfeld<> Troy Toman<> Ben Du<> Hui Cheng<> Tim Bell<<BR>> Sean Roberts<<BR>> Monty Taylor<<BR>> Tobias Ford<<BR>>

Also present for some or all of the meeting were Jonathan Bryce of the Foundation and Mark Radcliffe of DLA Piper.

Mr. Clark called the meeting to order and served as Chairman. Mr. Clark asked Mr. Radcliffe to serve as Secretary of the meeting and record the minutes.

Executive Session.
The Board went into executive session with only Board members as attendees with the exception of Mr. Bryce and Mr. Radcliffe because the Board was discussing personnel issues. Mr. Bryce gave an overview of the status of the Foundation and the OpenStack Project and, given that status, discussed the hiring needs for the Foundation. The Board discussed certain personnel matters.

Establishment of the Office of Chief Operating Officer.
The Board discussed the need for an officer to assist in the management of the affairs of the Foundation. The Board determined that it was in the best interests of the Foundation to establish the office of Chief Operating Officer. Upon motion duly made and seconded, the Board voted to delete Section 5.7 of the Bylaws of the Foundation (the “Bylaws”) in its entirety and replacing it with the following new Section 5.7:

"Chief Operating Officer and Vice Presidents. (a) The Chief Operating Officer shall perform such duties and possess such powers as the Board of Directors or the Executive Director may from time to time prescribe. In the absence or nonexistence of an Executive Director, he shall preside at all meetings of the Members and, in the absence or nonexistence of a Chairman of the Board and the Executive Director, at all meetings of the Board of Directors. In the event of the absence, inability or refusal to act of the Executive Director, the Chief Operating Officer shall perform the duties of the Executive Director and when so performing shall have all the powers of and be subject to all the restrictions upon the Executive Director. (b) Any Vice President shall perform such duties and possess such powers as the Board of Directors,  the Executive Director or the Chief Operating Officer  may from time to time prescribe. In the event of the absence, inability or refusal to act of the Executive Director or the Chief Operating Officer, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Executive Director or the Chief Operating Officer, as appropriate, and when so performing shall have all the powers of and be subject to all the restrictions upon such officer."

Appointment of Chief Operating Officer.
Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Mr. Collier is appointed as Chief Operating Officer to serve at the pleasure of the Board.

There being no further business to come before the Board and upon motion duly made and seconded, the meeting was then adjourned

Respectfully submitted,

Mark Radcliffe<<BR>> Secretary of the Meeting

APPROVED:

Alan Clark<<BR>> Chairman of the Meeting