Governance/Foundation/26Oct2015BoardMeetingMinutes

MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

October 26, 20159:09 am, Tokyo Time

The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), at the Grand Prince Takanawa Hotel in Tokyo, Japan at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
 * 1) Alan Clark
 * 2) Boris Renski (arrived at 9:30 am)
 * 3) Egle Sigler
 * 4) Eileen Evans
 * 5) Imad Sousou
 * 6) John Zennos
 * 7) Kavit Munshi
 * 8) Lew Tucker
 * 9) Mark McLoughlin
 * 10) Monty Taylor
 * 11) Robert Esker
 * 12) Rob Hirschfeld
 * 13) Randy Bias (arrived at 9:43 am)
 * 14) Roland Chan
 * 15) Russell Bryant
 * 16) Shane Wang
 * 17) Simon Anderson
 * 18) Steve Hallet
 * 19) Tobias Ford
 * 20) Tim Bell
 * 21) Todd Moore
 * 22) Tsugikazu Shibata
 * 23) Van Lindberg

Also present for some or all of the meeting were Jonathan Bryce, Mark Collier, Lauren Sell, Jeremy Stanley, Chris Hoge, Clark Boylan, Mike Perez, Danny Carreno, Heidi Bretz and Heidi Joy Tretheway of the OpenStack Foundation, Mark Radcliffe of DLA Piper and certain members of the community. 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 28, 2015 Board meeting. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that minutes of the Board meeting on July 28, 2015 attached as Exhibit A is approved.

Report of the Executive Director.

Mr. Bryce provided an overview of the Tokyo Summit, the Foundation highlights from 2015, the status of the OpenStack project and the proposed budget for 2016. A Board discussion followed.

Approval of the 2016 Budget.

Mr. Bryce presented the proposed budget for 2016. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that budget for 2016 attached as Exhibit B is approved.

Report of User Committee.

Mr. Bell provided a summary of the work of the User Committee and in particular he reported on the results of the user survey to the Board. A Board discussion followed.

Appointment of New Members of User Committee.

Mr. Bell stated that he was resigning as the Board representative and Chair of the User Committee and recommended Mr. Allamaraju to be appointed as the Board representative. A Board discussion followed. Upon a motion duly made and seconded, the following resolution was unanimously approved by the Board:

RESOLVED, that the Board accepts Mr. Bell’s resignation as the Chair of the User Committee and the Board representative on the User Committee and appoints Mr. Allamaraju to act as Board representative to serve on the User Committee to serve at the pleasure of the Board.

Discussion of Legal Risks in Potential Adoption of DCO for Individual Contributions.

Mr. Radcliffe and Ms. Evens provided a summary of the potential legal risks in the adoption of the DCO procedure instead of the Individual Contributor License Agreement for contributions by individuals. A Board discussion followed.

Report of DefCore Committee and Approval of Updated Process Document.

Mr. Hirschfeld and Ms. Sigler provided a report on the activities of DefCore Committee. Mr. Hirschfeld discussed the 2015B Process Document. Mr. Hirshfeld and Ms. Sigler discussed proposed potential changes in 2016 to the DefCore Guidelines and the scope of DefCore’s process relating to the use of advisory status. A Board discussion followed. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Board approves the update to the DefCore 2015B Process Document set forth in Exhibit C.

Gold Member Presentation

Minolu Chung of InwinSTACK, Inc. (“InwinSTACK”) provided a presentation on its application for Gold Member.

Executive Session.

The Board went into executive session. The members discussed InwinSTACK as a potential Gold Member based on the criteria adopted by the Board, certain strategic issues and the potential of adopting the DCO procedure for contributions by individuals. The Board terminated the executive session.

Appointment of InwinSTACK as a Gold Member.

The Board discussed the qualifications of InwinSTACK as a potential Gold Member. After a discussion, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to admit InwinSTACK as a Gold Member; and

WHEREAS, upon execution of the Gold Member Agreement, InwinSTACK should be admitted as a Gold Member.

NOW, THEREFORE, BE IT RESOLVED, that InwinSTACK is admitted as a Gold Member upon the execution of the Gold Member Agreement.

Adoption of DCO for Contributions by Individuals.

The Board discussed the legal and prudential issues relating to the adoption of the DCO instead of the Individual Contributor License Agreement (“ICLA”) for contributions by individuals who are not making contributions on behalf of a corporate employer. After a discussion, upon motion duly made and seconded, the Board adopted the following resolution (with Todd Moore dissenting):

WHEREAS, the Board has determined that the DCO for contributions by individuals who are not making contributions on behalf of a corporate employer will secure sufficient rights for the Foundation to license such contribution under the Apache License 2.0;

WHEREAS, it is in the best interest of the Foundation to adopt the DCO instead of the ICLA for contributions by individuals who are not making contributions on behalf of a corporate employer; and

WHEREAS, the Foundation needs to develop and implement new software to identify individuals who are listed in the Corporate Contribution License Agreements and implement a new process for all contributions (“New Process”);

NOW, THEREFORE, BE IT RESOLVED, that the Foundation adopts the DCO instead of the ICLA for contributions by individuals who are not making contributions on behalf of a corporate employer once the New Process has been implemented.

Reports

Ms. Barrett and Shamail Tahir provided a report on the activity of the Product Working Group. A Board discussion followed.

Discussion of Other Matters

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 5:00 pm CST.

Exhibit A

July 28, 2015 Minutes https://wiki.openstack.org/wiki/Governance/Foundation/28July2015BoardMeetingMinutes

Exhibit B

2016 Budget

Exhibit C

2015B Process Document