Governance/Foundation/10September2019BoardMinutes

MINUTES OF A TELPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

September 10, 20191:00 pm PST

The following are the minutes of 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 by phone for all or part of the meeting:

Alan Clark

Allison Randal

Andrew Cathrow

ChangBo Guo

Chris Price

Clemens Hardewig

Daniel Becker

Egle Sigler

Fred Li

Johan Christenson

Joseph Wang

Prakash Ramchandran

Ryan Beisner

Ryan Van Wyk

Sean McGinnis

Tim Bell

Vijoy Pandey

Also present for some or all of the meeting was Jonathan Bryce, Mark Collier, Heidi Bratz, Claire Massey, Wes Wilson and Thierry Carrez of the Foundation. Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman and asked Mr. Radcliffe to act as Secretary of the meeting and record the minutes.

Approval of Board Minutes.

Mr. Clark presented the minutes from the April 28, 2019. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

RESOLVED, that minutes of the Board meeting on April 28, 2019 attached as Exhibit A is approved.

Reports on Foundation Initiatives

Mr. Bryce discussed the status of the Foundation, its conferences and its projects, including its engagement with other open source projects. A Board discussion followed.

Approval of Waiver of Director Diversity Requirement

Mr. Bryce explained that Mr. McGinnis recently became employed at Dell Corporation and Dell Corporation already has two employees on the Board. Section 4.17 of the Bylaws limits the number of employees of a single company to two and if Mr. McGinnis remains on the Board, this requirement will be violated. Mr. Bryce explained that under Section 4.17(e) of the Bylaws this requirement can be waived a vote of two thirds of the Board (not including the members of the Board from Dell Corporation). A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board (with the exception of the members representing Dell Corporation who were attending the Board meeting and Mr. McGinnis who abstained):

RESOLVED, that the Board waived the Director Diversity requirement in Section 4.17 of the Bylaws for Mr. McGinnis to complete his current term on the Board.

Approval of Joining OW2 Associate Program

Mr. Thierry provided an overview of the Foundationâ€™s work with OW2 and described its associate program. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

RESOLVED, that the Foundation should execute the MOU for the associate program with OW2 in the form attached as Exhibit B.

Ratification of Adoption of Interop WG Guidelines 2019.06

Mr. Clark noted that a majority of the directors had approved the adoption of the Interop WG Guidelines 2019.06 (â€œ2019.06 Guidelinesâ€) that was circulated in an email dated June 28, 2019 which is also attached as Exhibit C. However, the Bylaws require that unanimous approval for written consents. A Board discussion followed. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Board approves the revised guidelines designated 2019.06 Guidelines for the OpenStack releases set forth in the 2019.06 Guidelines.

Report on Activities in India

Mr. Ramchandran provided a report on the status of OpenStack project activities in India.

Committee Participation

Mr. Clark encouraged participation on the Finance Committee and the Membership Committee.

Meeting Close

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 3:00 pm.