Governance/Foundation/18Sept2014BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

September 18, 201412:00 p.m. 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:
 * Simon Anderson (by telephone)
 * Tim Bell (by telephone)
 * Alan Clark (by telephone)
 * Eileen Evans (by telephone)
 * Alex Freedland (by telephone)
 * Toby Ford (by telephone)
 * Tristan Goode (by telephone)
 * Rob Hirschfeld (by telephone)
 * Vishvananda Ishaya (by telephone)
 * Chris Kemp (by telephone)
 * Van Lindberg (by telephone)
 * Mark McLain (by telephone)
 * Mark McLoughlin(by telephone)
 * Todd Moore (by telephone)
 * Monty Tayler (by telephone)
 * Troy Toman (by telephone)
 * Lew Tucker (by telephone)
 * John Zannos (by telephone)
 * Imad SouSou (by telephone)
 * Yujie Du (by telephone)

Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell, Chris Hodge and Mark Collier of the Foundation; Mark Radcliffe of DLA Piper; and Lisa Miller of Law Office of Lisa S. Miller (by telephone). 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 July 22, 2014 Board meeting. After a discussion, Mr. Hirschfeld made a motion to adopt the following resolution, which was seconded by Mr. Tucker and unanimously approved by the Board (Alex Freedland, Monty Taylor and Mark McClain abstained because they were not present) approved the following resolution;

RESOLVED, that minutes of the Board meeting on July 22, 2014 attached as Exhibit A is approved.

Report on Mid-Cycle Meetup.

Mr. Hirschfeld provided an overview of the mid-cycle meetups and the appropriate role of the Foundation.

Platinum Member Selection and Changes to Gold Membership Application and Criteria Committee.

Mr. Bryce discussed the notice of resignation of Nebula as a Platinum Member effective on December 31, 2014 and the procedure for selecting a new Platinum Member. This notice is the first time that a Platinum Membership has become available and the process for selecting the new Platinum Member will be similar to the selection of the Gold Members. The Board discussed its experience with applications for Gold Members and its potential use in assisting applicants to be a Platinum Member. After a discussion, Mr. Tucker made a motion to adopt the following resolution, which was seconded by Mr. Hirschfeld and unanimously approved by the Board approved the following resolution;

WHEREAS the Board believes that it is in the best interest of the Foundation to expand the responsibility of the Gold Membership Application and Criteria Committee to assist applications to be a Platinum Member.

WHEREAS the Board believes that it is in the best interests of the Foundation to expand the membership of such committee;

NOW, THEREFORE, BE IT RESOLVED that the name of the Gold Membership Application and Criteria Committee shall be changed to the Gold and Platinum Membership Application and Criteria Committee (“Application Committee”). In addition, Board appoints Mssrs. Freedland, Moore, Kemp, Zannos and Goode as additional members of the Application Committee to serve at the pleasure of the Board.

New Chair of the Finance Committee and Additional Members.

Mr. Roberts has resigned from the Board and the Board needs to approve a new chair for the Finance Committee. In addition, the Board desires to add new members. Upon motion duly made and seconded, the Board adopted unanimously the following resolutions:

WHEREAS, it is deemed to be in the best interests of the Foundation to appoint a new chairman of the Finance Committee and additional members to the Finance Committee.

NOW, THEREFORE, BE IT RESOLVED, that Mr. Freedland is appointed to the Finance Committee and appointed as chair of the Finance Committee to serve at the pleasure of the Board. In addition, Board appoints Mssrs. McLaughlin, McClain and Zannos as additional members of the Committee to serve at the pleasure of the Board.

Report on DefCore Committee.

Mr. Hirschfeld provided an update on the discussions of the DefCore Committee. A Board discussion followed.

Discussion of Certain Matters.

Mr. Clark noted that the next Board meeting was November 2, 2014. There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 2:20 pm pacific standard time.

EXHIBIT A July 22, 2014 Minutes https://wiki.openstack.org/wiki/Governance/Foundation/22July2014BoardMinutes