Governance/Foundation/4Nov2013BoardMinutes

MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

November 4, 20139:00 a.m. Hong Kong Time

The following are the minutes of a meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”), in Hong Kong at the Marriott Hong Kong SkyCity Hotel 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
 * Tim Bell
 * Nick Barcet
 * Randy Bias
 * Hui Cheng
 * Alan Clark
 * Eileen Evans (by telephone for part of the meeting)
 * Tobias Ford (by telephone)
 * Joseph George
 * Tristan Goode
 * Robert Hirschfeld
 * Chris Kemp
 * Van Lindberg
 * Joshua McKenty
 * Chris Kemp
 * Mark McLoughlin
 * Todd Moore
 * Boris Renski
 * Sean Roberts
 * Lauren Sell
 * Monty Taylor
 * Troy Toman (by telephone)
 * Lew Tucker
 * John Zannos

Also present for some or all of the meeting were Mr. Bryce, and Mr. Collier of the Foundation and Mark Radcliffe of DLA Piper. Mr. Obata and Mr. Ramanthpura of Hitachi, Ltd., Mr. Wang of Huawei and Mr. Bottomley of Parallels.

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.

Presentations by Potential Gold Members
Mr. Goode of Aptira presented information on how its Gold Membership will benefit the Foundation. Mr. Obata and Mr. Ramanthpura of Hitachi Ltd., presented how its Gold Membership will benefit the Foundation.. Mr. Wang of Huawei presented how its Gold Membership will benefit the Foundation. Mr. Bottomley of Parallels presented how its Gold Membership will benefit the Foundation.

Discussion of Application for Prospective Gold Members.
The Board went into executive session. The members discussed the applications. The Board terminated the executive session.

Appointment of Aptira as a Gold Member.
The Board discussed the qualifications of Aptira as a potential Gold Member. After a discussion, upon motion duly made and seconded, the Board adopted (Mr. Goode abstained) the following resolution:

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

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

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

Appointment of Hitachi, Ltd. as a Gold Member.
The Board discussed the qualifications of Hitachi, Ltd. as a potential Gold Member. After a discussion, upon motion duly made and seconded, the Board adopted (Mr. McKenty, Mr. Hirschfeld, Mr. Roberts, Mr. Taylor and Mr. Toman voted against the motion and Mr. Anderson, Mr. Barcet, Mr. Bell, Mr. Bias and Mr. Goode abstained) the following resolution:

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

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

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

Appointment of Huawei as a Gold Member.
The Board discussed the qualifications of Huawei as a potential Gold Member. After a discussion, upon motion duly made and seconded, the Board adopted (Mr. Barcet abstained) the following resolution:

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

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

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

Appointment of Parallels as a Gold Member.
The Board discussed the qualifications of Parallels as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board did not adopt (Mr. Barcet, Mr. Bell, Mr. Bias, Mr. Ford, Mr. Goode, Mr. McKenty, Mr. McLoughlin, Mr. Moore, Mr. Roberts, Ms. Sell, Mr. Taylor and Mr. Toman voted against the motion and Mr. Anderson, Mr. Clark, Mr. Hirschfeld, Mr. George, Mr. Zannos and Mr. Tucker abstained) the resolution to admit Parallels as a Gold Member.

Report by Executive Director.
Mr. Bryce provided a report on the activities of the Foundation for 2013 and the plans for 2014. A Board discussion followed. Upon motion duly made and seconded, the Board adopted (Ms. Sells abstained) the following resolution:

WHEREAS, it is in the best interest of the Foundation to adopt a budget for 2014; and

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

NOW, THEREFORE, BE IT RESOLVED, that the 2014 budget attached as Exhibit A is approved.

Report on Definition of Core.
Mr. Hirschfeld discussed the principles to define the Core. A Board discussion followed. The Board then approved the following resolution unanimously:

WHEREAS, the Board believes that it is in the best interests of the Foundation to define in more detail the Guiding Principles for determining the definition of the OpenStack Core determine when the OpenStack trademark can be used by companies.

RESOLVED, the Board approves the adoption of the Guiding Principles attached as Exhibit B which will be the non-binding criteria the Board will use to determine which candidate technologies will qualify for including in OpenStack Core for purposes of using the OpenStack marks.

RESOLVED, the Board approves the use of the Refstack tests to determine compliance and completeness of the OpenStack Core.

Appointment of Committee on Guiding Principles.
Mr. Hirschfeld discussed the need for additional work to implement the Guiding Principles. A Board discussion followed. The Board then approved the following resolution unanimously:

WHEREAS, the Board believes that it is in the best interests of the Foundation to appoint a committee to implement the Guiding Principles.

RESOLVED, the Board approves the formation of a committee to implement the Guiding Principles.

RESOLVED, that Mr. Hirschfeld and Mr. McKenty will be co-chairs of the committee and the following individuals will be members of the Committee; Mr. Toman, Mr,. Bias, Mr. Roberts, Mr. Taylor, Mr. Barcet, Mr. Clark and Mr. Tucker.

Report of the Transparency Committee.
Mr. McKenty provided a report on the draft transparency policy. A Board discussion followed. The Board then approved the following resolution unanimously:

WHEREAS, the Board believes that it is in the best interests of the Foundation to have a transparency policy.

RESOLVED, the Board approves the adoption of the transparency policy attached as Exhibit B.

Report of the Legal Affairs Committee.
Mr. Lindberg provided a report on the recommendations of the Legal Affairs Committee. A Board discussion followed. The Board then approved the following resolution unanimously:

WHEREAS, the Board believes that it is in the best interests of the Foundation to adopt the OIN License held by Rackspace LLC.

RESOLVED, the Board approves the assignment of the OIN License executed by Rackspace LLC.

RESOLVED, the Board instructs the Guiding Principles Committee to appoint a representative to coordinate with OIN in the future.

Report of the Election Committee.
Mr. Moore and Mr. Radcliffe provided an update on the status of the Election Committee.

Report of the User Committee.
Mr. Bell summarized the report of the User Committee.

Discussion of Certain Matters.
There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned

EXHIBIT A

2014 Budget

EXHIBIT B

Transparency Policy http://www.openstack.org/legal/transparency-policy/