Governance/Foundation/31Jan2013BoardMinutes

= MINUTES OF A TELEPHONIC MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = January 31, 2013<> 9:00 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<> Nick Barcet<> Tim Bell<> Randy Bias<> Hui Cheng<> Alan Clark<> Jim Curry<> Eileen Evans<> Tobias Ford<> Tristan Goode<> Robert Hirschfeld<> John Igoe<> Kyle MacDonald<> Mark McLoughlin<> Joshua McKenty<<BR>> Boris Renski<<BR>> Sean Roberts<<BR>> Lauren Sell<<BR>> Brian Stevens<<BR>> Monty Taylor<<BR>> Troy Toman<<BR>> Lew Tucker<<BR>>

Also present for some or all of the meeting were Jonathan Bryce and Mark Collier of the Foundation, Steve Pentliki of AT&T, Lisa Miller of Lisa S. Miller, PLLC, Alice King of Rackspace 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.

Statement by Chairman
Mr. Clark welcomed the new members. The new members of the Board introduced themselves.

Report by the President
Mr. Bryce summarized the actions of the Foundation and the budget in 2012. He then discussed the goals for 2013 and the actions of the Foundation planned for 2013.

Committee and Working Group Reports
Mr. Bryce provided an overview of the proposed charter of the Legal Affairs Committee. Alice King, a member of the Legal Affairs Committee, discussed the details of the proposed charter of the Legal Affairs Committee (“LAC Charter”). A discussion followed and the Board agreed to amend the LAC Charter. After a motion proposed and seconded, the Board unanimously (except Mr. Igoe who voted against the resolution) adopted the following resolutions with respect to the amended LAC Charter:

WHEREAS, the Board has received the proposed charter of the Legal Affairs Committee;

WHEREAS, the Board agreed on certain amendments to the draft of the proposed charter;

RESOLVED, that the Board approves the amended charter for the Legal Affairs Committee as set forth on Exhibit A.

RESOLVED FURTHER, that the officers of the Company, and any of them, are each hereby authorized and directed in the name of and on behalf of the Company to make all such arrangements, to do and perform all such acts, to execute and deliver all such agreements, certificates and other instruments and documents, and to do everything that he or they may deem to be reasonable and necessary or appropriate in order to carry out and perform the purpose of the foregoing resolutions.

RESOLVED FURTHER, that any and all acts authorized pursuant to the foregoing resolutions and performed prior to the passage of the foregoing resolutions are hereby ratified, approved and confirmed.

Mr. Collier discussed the activities of the Training Working Group.

Mr. McLoughlin summarized the activities of the Incubation Working Group.

Executive Session.
The Board went into executive session with only Board members as attendees with the exception of Mr. Bryce, Mr. Collier and Mr. Radcliffe because the Board was discussing certain legal and personnel issues. The Board then discussed certain legal issues. Mr. Bryce and Mr. Collier left the meeting for the discussion of certain personnel compensation issues.

Open Session.
The Board left the executive session and Mr. Bryce rejoined the meeting. The Board unanimously adopted the following resolutions:

WHEREAS, the Board has received the recommendations of the Compensation Committee relating to Mr. Bryce’s bonus;

RESOLVED, that the Board approves the recommendation of the Compensation Committee relating to Mr. Bryce’s bonus.

RESOLVED FURTHER, that the officers of the Company, and any of them, are each hereby authorized and directed in the name of and on behalf of the Company to make all such arrangements, to do and perform all such acts, to execute and deliver all such agreements, certificates and other instruments and documents, and to do everything that he or they may deem to be reasonable and necessary or appropriate in order to carry out and perform the purpose of the foregoing resolutions.

RESOLVED FURTHER, that any and all acts authorized pursuant to the foregoing resolutions and performed prior to the passage of the foregoing resolutions are hereby ratified, approved and confirmed.

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

EXHIBIT A
Legal Affairs Committee Charter

The Legal Affairs Committee (the “Committee”) of the OpenStack Foundation (“Foundation”)  is established pursuant to Section 4.15 of the bylaws. The role of the Committee is to advise the Foundation Board of Directors on policy matters in connection with legal issues. Neither the Committee, nor its members, shall act as attorney or otherwise provide legal counsel to the Foundation, its Board of Directors or any of their members. The Committee shall not give advice on the conduct of elections or other matters requiring a vote of members, or other governance matters. In its role as policy advisor, the Committee may interact with the Foundation’s Board of Directors, the Foundation’s Executive Director and other staff, other Foundation committees, and the Foundation’s legal counsel. The Committee’s activities shall in all cases be subject to the review and approval of the Foundation’s Board of the Directors.