Governance/Foundation/2014ProposedBylawsAmendment

SUMMARY OF 2014 PROPOSED REVISIONS TO THE BYLAWS OF THE OPENSTACK FOUNDATION
This summary will provide you with an overview of the draft of the proposed revisions to the bylaws. These revisions are the first changes to the bylaws since the current version was adopted in January, 2013. As you may know, the DefCore process was approved by the Board of Directors of the OpenStack Foundation ("Board") in November, 2013 to develop a new process for managing the application of the OpenStack trademarks to the OpenStack Project.

The revision of the bylaws was part of the DefCore process. The proposed revisions to the bylaws are meant to provide flexibility in determining the software required for the use of the OpenStack trademarks. The revisions permit the adoption of the DefCore procedures and any changes to those procedures in the future. Any changes to the process must be approved by the Board and the Technical Committee. The Board and the Technical Committee will agree on the process for such approval after the adoption of the revisions to the bylaws. The bylaws have gone through fifteen revisions after comments from the Technical Committee, DefCore Committee, OpenStack Foundation management, Legal Affairs Committee and the Board.

The Board approved these revisions at a meeting in December 2014. These amendments will be up for approval by the Individual Members as part of their election of Individual Directors in January 2015: the approval requires a majority of the Individual Members to approve the revisions and will only be effective if 25% of the current Individual Members vote. Consequently, it is very important to encourage Individual Members to vote.

The draft will also need to be approved by two-thirds of the Gold Members and (ii) two-thirds of the Platinum Members. The new bylaws will become effective upon a date selected by the Board after all of the required votes are completed.

Draft Documents
Redlined versions of the bylaws showing the proposed changes can be found at:


 * DefCoreTrademarkBylawsRevisionsRedline.pdf
 * LegalAffairsCommitteeBylawsRevisionRedLine.pdf
 * QuorumChangeBylawsRevisionRedline.pdf

Revisions for Determination Core and Trademark Policy

 * 1) Shift from two to three categories of software
 * 2) Current bylaws
 * 3) OpenStack Project
 * 4) Core OpenStack Project
 * 5) Revised bylaws
 * 6) OpenStack Project
 * 7) OpenStack Technical Committee Approved Release
 * 8) Trademark Designated OpenStack Software
 * 9) Change in determination of software required for use of the OpenStack trademark
 * 10) Current bylaws (“Core OpenStack Project”)
 * 11) Modules: Block Storage, Compute, Dashboard, Identity 	Service, Image Service, Networking, and Object Storage
 * 12) Add/Remove Modules Process: Proposed by Technical Committee and approved by the Board
 * 13) This  provision can only be changed by a vote of the Board and the affirmative vote of (i) two-thirds of the Gold Members, (ii) two-thirds of the Platinum Members, and (iii) 					a majority of the Individual Members voting (but only if at least 25% of the Individual Members vote at an annual or special meeting).
 * 14) Revised bylaws (“Trademark Designated OpenStack Software”)
 * 15) Trademark Designated OpenStack Software:  Process for determining Trademark Designated OpenStack Software will be determined by the Board and does not need any 						vote by the members, but changes in process require Technical Committee approval (i.e. change from Defcore process)
 * 16) OpenStack Technical Committee Approved Release (formerly Integrated Release):  Determined by Technical Committee but “Trademark Designated OpenStack 							Software” can be deleted from OpenStack Technical Committee Approved Release only with permission of the Board
 * 17) Change in management of trademarks
 * 18) Current bylaws
 * 19) Trademarks governed by detailed trademark policy in Appendix 8, but the policy permits modification by the Foundation
 * 20) This  provision can only be changed by a vote of the Board and the affirmative vote of (i) two-thirds of the Gold Members, (ii) two-thirds of the Platinum Members, and (iii) a majority of the Individual Members voting (but only if at least 25% of the Individual Members vote at  an  annual or special meeting).
 * 21) Revised bylaws
 * 22) Trademarks will be governed by a trademark policy to be determined by the Board and does not need any vote by the members
 * 23) Redline of Amendment: DefCoreTrademarkBylawsRevisionsRedline.pdf

Remove hard-coded limit to size of Legal Affairs Committee

 * 1)  Current bylaws:	Legal Affairs Committee currently is limited to five	members (but eleven lawyers are attending).
 * 2)  Revised bylaws: The Board can set the criteria for membership on	the Legal Affairs Committee and no limit is applied.
 * 3) Redline of Amendment: LegalAffairsCommitteeBylawsRevisionRedLine.pdf

Align quorum for Individual Members to Amend the Bylaws with quorum for an Individual Member election

 * 1) Current bylaws:	A majority of the Individual Members voting (but only if at least 25% of the Individual Members vote at an annual or special meeting). This 25% threshold was selected rather arbitrarily at the time the bylaws were drafted and did not anticipate the number of Individual Members which have joined the Foundation. The 2014 election for Individual	Directors  had participation of less than 15% of the Individual Members.
 * 2) Revised bylaws:	 A majority of the Individual Members voting (but only if at least 10% of the Individual Members vote at  an  annual or special meeting).
 * 3) Redline of Amendment: QuorumChangeBylawsRevisionRedline.pdf

Questions and Comments
If you have questions, please address them to the Foundation mailing list: where Alan Clark has started a thread: http://lists.openstack.org/pipermail/foundation/2014-November/001785.html -- If you are not yet a member of the foundation mailing list, join here: http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

Note that the Technical Committee (TC) has discussed the proposed changes and the thread archive is available here: http://lists.openstack.org/pipermail/openstack-tc/2014-November/000871.html