Governance/Foundation/14April2020BoardMeeting

The OpenStack Foundation Board of Directors will meet at  7:00am - 9:00am Pacific time on April 14,16, 2020. Directors may participate by conference dial-in. Audio from the meeting will also be available to the community.

To join the sessions by phone or computer:
 * 1) Videoconference: https://zoom.us/j/9574980705
 * 2) International dial-in (audio only): https://zoom.us/zoomconference (conference ID #9574980705)

To join the session by phone only:
 * +1 669 900 6833 US (San Jose) OR
 * +1 646 876 9923 US (New York)
 * Meeting ID: 957 498 0705

Board Meeting Agenda
(07:00) Call To Order, Open Session
 * Chair: Alan Clark
 * Minutes: Mark Radcliffe
 * Executive Director: Jonathan Bryce
 * Non official meeting discussion Channels:
 * Zoom chat
 * Zoom chat
 * 1) Roll Call

(7:20) Committee Actions and Updates (8:00) Board Actions and Updates (8:20) Staff Updates (09:00)Close of meeting
 * 1) Approve minutes from December 10, 2019 board meeting
 * 2) Approve minutes from January 28, 2019 board meeting
 * 1) Recruitment Committee - Johan
 * 2) Compensation Committee - Alan
 * 3) Finance Committee - Arkady
 * 4) Interop WG - Prakash
 * 5)  Project perspectives (Ironic) - Julia
 * 1) Director Diversity Waver - Jonathan (as Foundation Secretary), Amy
 * Individiual Director,Amy Marrich, recently switched employment. As most of you know, the Bylaws have a clause in Article 4.17(a) that ensures diversity of representation by limiting the number of directors that can be affiliated with a single corporate entity to two (the “Director Diversity Requirement”). The Board currently has two director representatives from this corporate entity, so Amy’s new affiliation brings that total over the limit. Article 4.17(d) of the Bylaws states “If a director who is an individual becomes Affiliated during his or her term and such Affiliation violates the Director Diversity Requirement, such individual shall resign as a director.” However, 4.17(e) says "A violation of the Director Diversity Requirement may be waived by a vote of two thirds of the Board of Directors (not including the directors who are Affiliated).” Amy has requested that the Board vote on a motion to waive the violation under 4.17(e). In the case of this Board vote Daniel, Julia and Amy would abstain from voting and the remaining Directors could vote to waive or not waive the violation for the remainder of the 2020 term.
 * 1) Executive Director Insights - Jonathan
 * 2) Prep for  the next meeting - Prep for Thursday's Board strategy discussion - Mark

= April 16 Board Strategy Discussion = (07:00) Call To Order, Open Session
 * 1) Welcome to  David Krawczynski. A big thanks to Jeff Moyer for his contributions and participation on the board.
 * 2) Roll Call

(7:10) Committee Actions and Updates (7:20) Board Actions and Updates (7:40) Staff Updates: Slide deck (09:00)Close of meeting
 * 1)  Project perspectives (Ironic) - Julia
 * 1) Director Diversity Waver - Jonathan (as Foundation Secretary), Amy
 * Individiual Director,Amy Marrich, recently switched employment. As most of you know, the Bylaws have a clause in Article 4.17(a) that ensures diversity of representation by limiting the number of directors that can be affiliated with a single corporate entity to two (the “Director Diversity Requirement”). The Board currently has two director representatives from this corporate entity, so Amy’s new affiliation brings that total over the limit. Article 4.17(d) of the Bylaws states “If a director who is an individual becomes Affiliated during his or her term and such Affiliation violates the Director Diversity Requirement, such individual shall resign as a director.” However, 4.17(e) says "A violation of the Director Diversity Requirement may be waived by a vote of two thirds of the Board of Directors (not including the directors who are Affiliated).” Amy has requested that the Board vote on a motion to waive the violation under 4.17(e). In the case of this Board vote Daniel, Julia and Amy would abstain from voting and the remaining Directors could vote to waive or not waive the violation for the remainder of the 2020 term.
 * 1) Executive Director Insights - Jonathan
 * 2) Survey Discussion - Mark