Governance/Foundation/Aug2012BoardMinutes

= MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF OPENSTACK FOUNDATION = August 28, 2012<> 11:10 a.m. Pacific Time<>

The following are the minutes of a meeting of the Board of Directors (the "Board") of OpenStack Foundation, a Delaware corporation (the "Foundation"), held at the Sheraton San Diego Hotel and Marina at the above time pursuant to notice duly given to all directors:

Simon Anderson<> Lew Tucker<> Randy Bias<> Boris Renski<> Joshua McKenty<> Kyle MacDonald<> Jon Mittelhauser<> Jim Curry<> Brian Stevens<> Todd Moore<> Tristan Goode<> John Igoe<> Alan Clark<> Eileen Evans<> Robert Hirschfeld (by phone)<<BR>> Jesse Andrews (by phone)<<BR>> Troy Toman (by phone)<<BR>> Ben Du (by phone)<<BR>> Tim Bell (by phone)<<BR>> Monty Taylor (by phone)<<BR>> Sean Roberts<<BR>> Tobias Ford<<BR>> Hui Cheng (by phone)<<BR>> Tzi-cker Chiueh (by phone)<<BR>>

Also present for some or all of the meeting were Tsugikazu Shibata of NEC, Jonathan Bryce of the OpenStack Foundation, Jan Sullivan of AT&T, Lauren Sell of the OpenStack Foundation, Mark Collier of the OpenStack Foundation (by phone), Adam Waters of Cloudscaling, Vin Sharma of Intel (by phone), Dan Wendlandt of VMware (by phone) and Mark Radcliffe of DLA Piper.

Mr. Bryce as temporary Chairman called the meeting to order. The Board asked Mr. Radcliffe to serve as Secretary of the meeting and record the minutes.

Election of the Chairman of the Board.
Mr. Clark and Mr. Tucker were nominated as candidates for the position of Chairman of the Board. Mr. Clark and Mr. Tucker provided a summary of their experience and view of the role of Chairman. Mr. Clark and Mr. Tucker left the meeting and the Board discussed their qualifications. After a vote, upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Mr. Clark is elected to the office of Chairman of the Board to serve at the pleasure of the Board.

Establishment of Vice Chair.
The Board discussed the role of the Chairman and the potential need for assistance. The Board discussed establishing a position of Vice Chair. Upon motion duly made and seconded, the Board voted to delete Section 5.6 of the Bylaws of the Foundation (the "Bylaws") in its entirety and replacing it with the following new Section 5.6:

"5.6	Chairman of the Board.

(a)	The Board of Directors may elect a Chairman of the Board from among the directors. If the Board of Directors elects a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to the Chairman by the Board of Directors and these Bylaws. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the Board of Directors. The term of the Chairman of the Board shall not exceed two years. An individual may be elected Chairman of the Board for consecutive or non-consecutive, multiple terms.

(b)	The Board of Directors may elect a Vice Chairman of the Board from among the directors. If the Board of Directors elects a Vice Chairman of the Board, he shall perform such duties and possess such powers as are assigned by the Chairman by the Board of Directors and, in the absence of the Chairman of the Board, he shall serve as the Chairman of the Board as provided by the resolutions of the Board and these Bylaws. In the absence of the Chairman of the Board, he shall preside at all meetings of the Board of Directors. The term of the Vice Chairman of the Board shall not exceed two years. An individual may be elected Vice Chairman of the Board for consecutive or non-consecutive, multiple terms."

Election of Vice Chair.
Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Mr. Tucker is elected to the office of Vice Chairman of the Board to serve at the pleasure of the Board.

Compensation Committee.
Mr. Clark presided over the meeting and Mr. Bryce left the meeting. Mr. Clark discussed the process used by the search committee in reviewing candidates for the Executive Director position. The Board discussed the need for a compensation committee to assist in the negotiation with the prospective Executive Director. After discussion by the Board, upon motion duly made and seconded, the Board adopted the following resolutions:

WHEREAS, it is deemed to be in the best interests of the Foundation to appoint a Compensation Committee.

NOW, THEREFORE, BE IT RESOLVED, that a Compensation Committee of the Board of Directors is hereby established.

RESOLVED FURTHER, that the Compensation Committee shall have the authority to propose the terms of employment for the officers and employees of the Foundation and to negotiate the terms of the employment of the Executive Director and such other officers as the Board may direct and make recommendations on these matters to the Board.

RESOLVED FURTHER, that a Compensation Committee of the Board is hereby established and that the initial members shall be as follows and Mr. Clark will act as Chairman of the Compensation Committee to serve at the pleasure of the Board:

Alan Clark<<BR>> John Igoe<<BR>> Boris Renski<<BR>> Todd Moore<<BR>> Joshua McKenty<<BR>> Brian Stevens<<BR>> Eileen Evans<<BR>> Lew Tucker<<BR>> Simon Anderson<<BR>>

RESOLVED FURTHER, that all proceedings of the Compensation Committee shall be memorialized in minutes which shall be promptly presented to the Board.

Appointment of the Executive Director.
Mr. Clark continued to preside over the meeting. Upon motion duly made and seconded, the Board adopted the following resolutions:

RESOLVED, that Mr. Bryce is appointed as Executive Director to serve at the pleasure of the Board.

RESOLVED FURTHER, that Mr. Bryce shall be an independent contractor until the terms of his employment agreement are negotiated.

RESOLVED FURTHER, that terms of the Mr. Bryce’s employment will be determined through negotiations with the Compensation Committee, but the Foundation shall pay Mr. Bryce the minimum required for an independent contractor under the relevant state law until he commences work as an employee.

Appointment of the Secretary.
Mr. Bryce returned to the meeting and presided over the meeting. The Board discussed the office of Secretary in the Bylaws and the need to have a person to be in such office. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Mr. Bryce is appointed as Secretary to serve at the pleasure of the Board.

Establishment of the Office of Vice President-Treasurer.
The Board discussed the need for an officer to manage the financial affairs of the Foundation. The Board determined that it was in the best interests of the Foundation to establish the office of Vice President-Treasurer. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Board creates the office of Vice President-Treasurer to manage the financial affairs of the Foundation to serve at the pleasure of the Board.

Appointment of Vice President-Treasurer.
Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that Mr. Bryce is appointed as Vice President-Treasurer to serve at the pleasure of the Board.

Finance Committee.
The Board discussed the need for a finance committee to assist in the management of the financial matters of the Foundation. Upon motion duly made and seconded, the Board adopted the following resolutions:

WHEREAS, it is deemed to be in the best interests of the Foundation to appoint a Finance Committee.

NOW, THEREFORE, BE IT RESOLVED, that a Finance Committee of the Board is hereby established.

RESOLVED FURTHER, that the Finance Committee shall have the responsibility to supervise the management of the financial affairs of the Foundation and make recommendations to the Board.

RESOLVED FURTHER, that a Finance Committee of the Board is hereby established and that the initial members shall be as follows and Mr. Roberts will act as Chairman of the Finance Committee to serve at the pleasure of the Board.

Sean Roberts<<BR>> Randy Bias<<BR>> Boris Renski<<BR>> Joshua McKenty<<BR>> Jim Curry<<BR>> Kyle MacDonald<<BR>>

RESOLVED FURTHER, that all proceedings of the Finance Committee shall be memorialized in minutes which shall be promptly presented to the Board.

Approval of Fiscal Year.
The Board discussed the need to adopt a fiscal year for the Foundation for accounting purposes. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the Foundation adopt a fiscal year as follows:

Date Fiscal Year Begins: January 1<<BR>> Date Fiscal Year Ends: December 31

Approval of Banking Resolutions.
The Board discussed the need to select a bank for the Foundation to set up a bank account. The Board determined that it was in the best interests of the Foundation to establish a bank account at Chase Bank. Upon motion duly made and seconded, the Board adopted the following resolutions:

RESOLVED, that Chase Bank (the "Bank") is designated a depository in which the funds of the Foundation may be deposited and/or withdrawn by any one of the persons listed below in the manner so designated, subject to the Bank’s Deposit Account Agreement. Each person so listed is authorized to endorse for collection, deposit or negotiation any and all checks, drafts, notes, bills of exchange, certificates of deposit, and orders for the payment or transfer of money between accounts at the Bank and other banks, either belonging to or coming into the possession of the Foundation. Endorsements “for deposit” may be written or stamped. The Bank may accept any instrument for deposit to any depository account of the Foundation without endorsement or my supply the endorsement of the Foundation. The person(s) so designated is authorized to sign any and all checks, drafts, and orders drawn against any designated account(s) of the Foundation (including savings accounts) at the Bank. The Bank is authorized to honor and pay all checks, drafts, and orders when so signed or endorsed without the inquiry as to the circumstances of issue or disposition of the proceeds and regardless of to whom such instruments are payable or endorsed, including those drawn or endorsed to the individual order of any such person so list.

RESOLVED FURTHER, that any one of the person(s) indicated above is authorized to act for and on behalf of the Foundation in any matter involving any of the Foundation’s depository accounts at the Bank, including the authority to instruct the Bank to close the account, and is further authorized to sign and implement for and in the name on behalf of the Foundation, as they, or any of them see fit, the terms of all agreements, instruments, drafts, certificates, or other documents relating to any depository account or other business of the Foundation including, but not limited to payroll agreements, repurchase agreements, night depository agreements, funds transfer agreements or safe deposit agreements.

RESOLVED FURTHER, that the bank is authorized and directed to honor checks, drafts, and orders for the payment of money drawn on any of the accounts listed above including those dawn to the individual order of any person when the check, draft, or order bears or purports to bear the facsimile signature(s) as shown above or on the signature card. The Bank shall be indemnified and held harmless against any forgery, or unauthorized use or misuse of the facsimile signing devices.

RESOLVED FURTHER, that the secretary or assistant secretary (if a corporation or unincorporated association), the sole owner/proprietor (if a sole proprietorship), any member or manager, as appropriate (if a limited liability), or any general partner (if a partnership) is authorized to certify to the Bank the name, title, specimen signature and facsimile signature with respect to any additions or deletions of persons authorized to carry out the purposes and intent of these resolutions and that this resolution shall remain in full force and effect until express written notice of rescission or modification is received by the Bank. If the authority contained herein should be revoked or terminated by operation of law or any other reason without such notice, it is resolved that the Bank shall be indemnified and saved harmless from any and all losses suffered or liabilities incurred by it in so acting after such revocation or termination without notice.

Approval of Form of Indemnity Agreement.
The Board discussed the need to attract and retain talented and experienced individuals to serve as officers and directors of the Foundation. The Board determined that it is in the best interests of the Foundation to approve a form of indemnity agreement for its directors and executive officers. Upon motion duly made and seconded, the Board adopted the following resolutions:

WHEREAS, the Board has determined that, to attract and retain talented and experienced individuals such as officers and directors and to encourage such individuals to take the business risks necessary for the success of the Foundation, it is necessary for the Foundation to contractually indemnify its officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against its officers and directors in connection with their service to the Foundation; and

WHEREAS, Section 145 of the Delaware General Corporation Law empowers the Foundation to indemnify its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Foundation, as the director, officer, employee or agent of another enterprise.

NOW, THEREFORE, BE IT RESOLVED, that the form of Indemnity Agreement attached hereto as Exhibit A (the “Indemnity Agreement”) is hereby approved.

RESOLVED FURTHER, that the officers of the Foundation, and any of them, are each hereby authorized and directed to cause the Foundation to execute, deliver and perform on behalf of the Indemnity Agreements with each of the directors and officers of the Foundation and with such of the key employees and agents of the Foundation as the Foundation shall determine.

Establishment of Office for Business.
The Board discussed the need for an office to receive mail and other communications. The Board determined that it was in the best interests of the Foundation to establish an office. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the following address be, and the same hereby is, designated as the principal office for the business of the Foundation:

1214 W 6th Street, Suite 211, Austin, TX 78703

Approval of Board Observer Policy.
The Board discussed the need to approve a policy to allow certain non-directors to attend Board meetings as observers. The Board determined that it was in the best interests to approve such a policy. Upon motion duly made and seconded, the Board adopted the following resolutions:

WHEREAS, it is deemed in the best interests of the Foundation to approve a policy that allows non-directors to observe Board meetings (the “Board Observer Policy”).

NOW, THEREFORE, BE IT RESOLVED, that Board Observer Policy is hereby approved, which allows certain non-directors to attend Board meetings at the invitation of the Foundation.

RESOLVED FURTHER, that such observers may attend Board meetings in a non-voting capacity.

RESOLVED FURTHER, that the Foundation may exclude the observers from executive sessions and from access to any material or meeting or portion thereof to preserve the Foundation’s attorney-client privilege, to protect confidential information or for any other reason as determined by the Board.

RESOLVED FURTHER, the observers may not comment or participate in Board discussions.

Approval of Schedule of Board Meetings.
The Board discussed the need to establish the dates and times for the next three Board meetings. The Board determined that it would be in the best interests of the Foundation to approve a schedule. Upon motion duly made and seconded, the Board adopted the following resolution (Joshua McKenty dissented):

RESOLVED, that the subsequent three Board meetings shall be held on the follow dates and at the following times and locations:
 * September 7, 2012, at 10:00 a.m. (Pacific time) by phone.
 * October 15, 2012, from 11:00 a.m. to 5:00 p.m. (Pacific time) in San Diego, California.
 * January 31, 2013, from 11:00 a.m. to 5:00 p.m. (Pacific time) in Palo Alto, California.

Asset Committee.
The Board discussed the need to identify the assets that are owned by third parties that are reasonably necessary for the operations of the Foundation. Upon motion duly made and seconded, the Board adopted the following resolutions:

WHEREAS, it is deemed to be in the best interests of the Foundation to appoint an Asset Committee.

NOW, THEREFORE, BE IT RESOLVED, that an Asset Committee of the Board is hereby established.

RESOLVED FURTHER, that the Asset Committee shall have the responsibility to identify assets owned by third parties that are reasonably necessary for the operations of the Foundation and make recommendations to the Board.

RESOLVED FURTHER, that an Asset Committee of the Board is hereby established and that the initial members shall be as follows and Mr. McKenty will act as Chairman of the Asset Committee to serve at the pleasure of the Board:

Joshua McKenty<<BR>> Jon Mittelhaus<<BR>> Jim Curry<<BR>> Jesse Andrews<<BR>>

RESOLVED FURTHER, that all proceedings of the Asset Committee shall be memorialized in minutes which shall be promptly presented to the Board.

Signing Authority.
The Board discussed the need to authorize certain persons to act for and on behalf of the Foundation. The Board determined it to be in the best interests of the Foundation to grant such authority to the Executive Director, with certain instances requiring approval from the Finance Committee. Upon motion duly made and seconded, the Board adopted the following resolutions:

RESOLVED, that the Executive Director of the Foundation is authorized to act for and on behalf of the Foundation in any matter up to $100,000.00, including the authority to sign agreements, instruments, drafts, certificates, or other documents for the Foundation.

RESOLVED FURTHER, that, for matters over $100,000.00, the Executive Director of the Foundation is authorized to act for and on behalf of the Foundation after receiving written approval of at least four members of the Finance Committee (written approval by electronic mail is acceptable).

Approval of September and October Budget.
The Board discussed the need to properly manage the financial operations of the Foundation. Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED, that the September 2012 and October 2012 budget attached as Exhibit B with a ten percent (10%) variation is hereby approved.

There being no further business to come before the Board and upon motion duly made and seconded, the meeting was then adjourned.

Respectfully submitted,

Mark Radcliffe<<BR>> Secretary of the Meeting

APPROVED:

Alan Clark<<BR>> Chairman of the Meeting